Stock Day Media

March 27 2023

US Nuclear Corp – Cali from Above Restructuring

Alexandria LeBlanc Featured Content Mar 27th, 2023

LOS ANGELES, CA, March 27, 2023 (GLOBE NEWSWIRE) — via NewMediaWire — On March 3, 2023, US Nuclear Corp (UCLE) sold its interest in Cali from Above, a private company engaged in the business of UAV/drone sales and drone services, located in Canoga Park, California to its President and Chief Executive Officer, Robert Goldstein, in consideration of UCLE receiving 65,000,000 shares of common stock in Averox, Inc. (OTC: AVRI) resulting in UCLE owning approximately 26% of issued and outstanding shares of common stock in AVRI. Mr. Goldstein commented, “We believe that Cali from Above has high potential and can better serve the fast-growing drone industry in a separate public company.” Simultaneous with the closing of this agreement, Mr. Goldstein sold his interests in Cali from Above to AVRI as part of the restructuring. USN and Cali from Above have also signed a Cooperation Agreement giving USN exclusive sourcing and manufacturing rights for Cali products, thus making Cali a new USN customer.

About Averox:

Previously, Averox had been primarily a software development company. Now Averox’s goal is to become a leader in important growth industries.

About Cali from Above:

CALI specializes in buying and selling drones, also affixing drone accessories and drone payloads. Also pilot training, drone inspection of wind turbines, solar panels, construction jobs, and many other purposes or missions.

Safe Harbor Act

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.

Investors may find additional information regarding US Nuclear Corp. at the SEC website at http://www.sec.gov, or the company’s website at www.usnuclearcorp.com

CONTACT:

US Nuclear Corp. (OTC-QB: UCLE)
Robert I. Goldstein, President, CEO, and Chairman
Richard Landry, Chief Financial Officer
(818) 883 7043
Email: info@usnuclearcorp.com
http://usnuclearcorp.com

March 27 2023

Curaleaf Expands Brand Portfolio with Launch of JAMS™ Cannabis-Infused Edibles

Alexandria LeBlanc Cannabis Corner Mar 27th, 2023

All-New, Flavor-Forward Jellies, Chocolates and Tarts Launching in Florida and Arizona With Additional States To Follow

NEW YORK, March 27, 2023 /PRNewswire/ — Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) (“Curaleaf” or the “Company”), a leading international provider of consumer cannabis products, today announced the expansion of its brand portfolio with the launch of JAMS, a flavor-forward cannabis edibles brand designed to meet the needs of new cannabis consumers and those seeking an introduction to edibles. JAMS is now available in Florida and is coming soon to Arizona with additional states to follow in the coming months.

Carefully crafted with an array of flavors, formulas and form factors, JAMS offers a line of cannabis-infused treats in a wide range of dosage options that can take effect in as few as 15 minutes. From microdoseable Tarts to decadent Chocos, JAMS cannabis-infused edibles are expertly formulated utilizing nano and liposomal technologies to ensure consistency and efficacy. The full product lineup includes:

Jellies: Perfect for stargazing or couch grazing, these 10mg THC, naturally-flavored and long-lasting treats are offered in Mixed Berry (Indica), Ruby Red Grapefruit (Sativa) and Peach (Hybrid).
Fast-Acting Jellies: Providing effects in as few as 15 minutes, these sweet treats are offered in three boldly sour flavors including Sour Watermelon Lime (Indica), Sour Strawberry Lemonade (Sativa) and Sour Green Apple (Hybrid) at 5mg THC each.
Chocos: Decadent gourmet chocolate bars with long-lasting effects, available in three nostalgic flavors including White Chocolate Birthday Cake, Milk Chocolate Pretzel, and Dark Chocolate Peppermint at 5mg THC per piece.
Tarts: Great for microdosing, these fast-acting, 2.5mg THC tarts are available in Tangerine, Raspberry Lemonade and Strawberry flavors, perfectly pairing sour and sweet.

“We’re excited to welcome JAMS to our brand portfolio as part of our continued commitment to developing and expanding access to high-quality cannabis brands and products,” said Matt Darin, CEO of Curaleaf. “JAMS speaks to the growing need for innovative, reliable cannabis products that resonate with a wide variety of consumers at all stages of their cannabis journeys. Florida and Arizona remain priority markets for the launch and we look forward to expanding JAMS to additional markets in the very near future.”

“JAMS represents the pinnacle of our edibles formulations by combining great flavor with innovative cannabinoid delivery technologies and the highest level of quality and consistency,” said Jessie Kater, SVP of Innovation and R&D. “Developed by our team of chemists, biochemists and food scientists, JAMS has undergone rigorous quality, consistency and stability testing to ensure a consistent and reliable experience.”

The edibles market has continued to gain popularity throughout the U.S. in the last two years, with gummies and chocolate accounting for an increased share across the category. JAMS’ all-star lineup of products is uniquely positioned for cannabis consumers in search of a great-tasting, reliable edibles brand in a variety of form factors to match any occasion.

JAMS is now available at Curaleaf retail locations in Florida and will be launching soon in Arizona. Additional markets including Maryland, Massachusetts, New Jersey, Nevada and New York will follow in the coming months. To learn more about the JAMS, please visit www.hellojams.com.

About Curaleaf Holdings
Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) (“Curaleaf”) is a leading international provider of consumer products in cannabis with a mission to improve lives by providing clarity around cannabis and confidence around consumption. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, and Grassroots provide industry-leading service, product selection and accessibility across the medical and adult-use markets. In the United States, Curaleaf currently operates in 19 states with 147 dispensaries and employs nearly 5,500 team members. Curaleaf International is the largest vertically integrated cannabis company in Europe with a unique supply and distribution network throughout the European market, bringing together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Canadian Securities Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com.

FORWARD-LOOKING STATEMENTS
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, “expects” or, “proposed”, “is expected”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the launch of Curaleaf’s JAMS brand. Such forward-looking statements and information reflect management’s current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and risks and uncertainties is contained under “Risk Factors and Uncertainties” in the Company’s latest annual information form filed March 9, 2022, which is available under the Company’s SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward looking statements contained in this press release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

INVESTOR CONTACT
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
IR@curaleaf.com

MEDIA CONTACT
Curaleaf Holdings, Inc.
Tracy Brady, SVP Corporate Communications
media@curaleaf.com

March 27 2023

Callinex Commences 2023 Exploration Campaign at the Pine Bay Project Located in the Flin Flon Mining District of Manitoba

Alexandria LeBlanc Minning Pit Mar 27th, 2023

VANCOUVER, BC, March 27, 2023 /PRNewswire/ – Callinex Mines Inc. (the “Company” or “Callinex”) (TSXV: CNX) (OTCQX: CLLXF) is pleased to announce that it has commenced its 2023 drilling campaign (the “Campaign”) at its Pine Bay Project (the “Project”) located 16km from Flin Flon, MB (District Overview Map). Phase one of the fully funded campaign is budgeted for up to 10,000 meters of drilling that will focus on testing the Rainbow Deposit (the “Rainbow”) at depth as well as follow-up on the Alchemist discovery, the Odin target area and test other recently identified exploration targets (See news release dated January 30, 2023).

Two rigs have commenced drilling to test Rainbow at depth at the Project. One drill is testing the potential for the Orange and Yellow zones to continue at depth beyond the known deposit area (Rainbow Long Section). A second drill rig is testing the source of a conductive borehole pulse electromagnetic anomaly off of Rainbow discovery hole PBM-111 that indicates the Orange and Yellow zones may continue to the south and vertically above.

Upon completion of initial drilling at Rainbow, two holes will be drilled to step-out vertically above and below the Alchemist deposit with the assumption that Alchemist is a steeply dipping/plunging system as similarly defined at the Rainbow, as the current geology suggests. Additionally, drilling will be completed to test target area Odin based on refined targeting provided by recently received BPEM survey data and lithogeochemical results.

The first phase of the 2023 exploration campaign is anticipated to take 3.5 months followed by processing and assaying of drill core. Upon completion of phase one of the 2023 exploration campaign, a fully funded 10,000m phase two will commence this fall based upon results.

The Company has also granted 280,000 stock options exercisable at a price of $3.15 per share to its directors, officers, employees and consultants. The options are exercisable for a period of five years and are subject to standard vesting provisions.

J.J. O’Donnell, P.Geo, a qualified person under National Instrument 43-101 and Exploration Manager for Callinex, has reviewed and approved the technical information in this news release.

About Callinex Mines Inc.

Callinex Mines Inc. (TSXV: CNX) (OTCQX: CLLXF) is advancing its portfolio of base and precious metals rich deposits located in established Canadian mining jurisdictions. The focus of the portfolio is highlighted by the rapidly expanding Rainbow and Alchemist deposits at its rich VMS Pine Bay Project located near existing infrastructure in the Flin Flon Mining District. The second asset in the portfolio is the Nash Creek Project located in the VMS rich Bathurst Mining District of New Brunswick. A 2018 PEA generates a strong economic return with a pre-tax IRR of 34.1% (25.2% post-tax) and NPV8% of $230 million ($128 million post-tax) at $1.25 Zinc. The third asset, 100% owned Point Leamington Deposit in Newfoundland, is located in one of the richest VMS and Gold Districts in Canada. Callinex prepared a pit constrained Indicated Mineral Resource of 5.0 Mt grading 2.5 g/t AuEq for 402 koz AuEq (145.7 koz gold, 60.0 Mlb copper, 153.5 Mlb zinc, 2.0 Moz silver, 1.5 Mlb lead), an pit constrained Inferred Mineral Resource of 13.7 Mt grading 2.24 g/t AuEq for 986.5 koz AuEq (354.8 koz gold, 110.2 Mlb copper, 527.3 Mlb zinc, 6.2 Moz silver, 7.0 Mlb lead) and an out-of-pit Inferred Mineral Resource of 1.7 Mt grading 3.06 g/t AuEq for 168.5 koz AuEq (65.4 koz gold, 13.3 Mlb copper, 102.9 Mlb zinc, 1.4 Moz Ag, 2.6 Mlb lead).

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Some statements in this news release contain forward-looking information. These statements include, but are not limited to, statements with respect to future expenditures. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, the ability to complete future drill programs and the timing and amount of expenditures. Except as required under applicable securities laws, Callinex does not assume the obligation to update any forward-looking statement.

March 27 2023

Impact Fusion International, Inc Discusses Potential of Its Nutri-Mastic™ Proprietary Technology and Its Supreme Gold Plus™ Product Line with The Stock Day Podcast

Alexandria LeBlanc Biotech Corner Mar 27th, 2023

Phoenix, AZ March 27th, 2023 (Newsfile Corp.) — The Stock Day Podcast welcomed Impact Fusion International Inc. (OTC Pink: IFUS)(“the Company”), a company in the business of marketing products in the “Health and Wellness” sector of all international markets. CEO of the Company, Marc Walther, joined Stock Day host Everett Jolly.

Jolly began the interview by asking about the Company’s background and current projects. “We make a product called Nutri-Mastic™,” shared Walther. “Nutri-Mastic™ goes into everything we make; so it’s not what you eat, it’s what you absorb,” he explained, adding that the product provides essential vitamins and minerals for beef and dairy cattle, as well as horses.

“We also have another product called Supreme Gold Plus ™ (SGP+), which is produced in a factory that we built in Louisiana,” continued Walther. He then elaborated on the Company’s SGP+ product, which was designed to turn an under-utilized organic material, bagasse, into an alternative supplement to hay and corn feed. The Company’s portfolio also features a long list of products, including Intact Digest™, Intact Control™, Intact Endurance™, and Equine Intact™, which all feature the Company’s unique proprietary technology, Nutri-Mastic™. Their products are designed to help restore balance to cattle and equine in a natural, organic way. “We also offer Pet Intact™,” shared Walther.

“When are all of these products going to come to fruition in terms of commercialization?”, asked Jolly. “Our plant is in full production,” said Walther. “We are building products and making inventory,” he said, adding that the Company has also achieved a Good Manufacturing Practice (GMP) certificate for their products. “It is ready-to-go,” said Walther. “Intact Nutrition will be ready in about four weeks, we are already sold out.”

“Many companies were adversely affected by the pandemic, how much of an impact did COVID-19 have on your business?”, asked Jolly. “COVID made it more difficult to hire people,” said Walther. “Now, when the plant is fully functioning, we are looking at about 22 employees,” he shared, adding that the Company’s current model can now be applied to other bagasse locations.

“Do your products offer any cure for ailments for humans or animals?”, asked Jolly. “We do not offer any cures, but we help restore balance,” said Walther, encouraging listeners to check out the Company’s resources about the applications of their products at www.impactfusionbrands.com.

“Where do you see the Company a year from now?”, asked Jolly. “I hope to see that we’re building a plant in a new location, as the one we have now is building up to capacity,” said Walther. “I’d like to see the Intact product line all over the country, all over the world, as well as our SGP+ product,” he shared. “I’d like to see Nutri-Mastic™ and the Intact line added to a number of different products, making them better.”

To close the interview, Walther elaborated on the potential of the Company’s unique product line, as well as the significance of their assets. He also encouraged listeners and shareholders to reach out with any questions, and to keep up-to-date on the Company’s current and upcoming products.

To hear Marc Walther’s entire interview, follow the link to the podcast here: https://audioboom.com/posts/8270614-impact-fusion-international-inc-discusses-potential-of-its-nutri-mastic-proprietary-technology

Investors Hangout is a proud sponsor of “Stock Day,” and Stock Day Media encourages listeners to visit the company’s message board at https://investorshangout.com/

About Impact Fusion International Inc.

Impact Fusion International, Inc. is in the business of marketing products in the “Health and Wellness” sector of all international markets. It is the company’s mission to invent, develop and market these proprietary products worldwide for the health and well-being of humans and animals.

The information contained in this release includes some statement that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our and their management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this release are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the corporate and administrative transactions. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements and represent our management’s beliefs and assumptions only as of the date hereof. Except as required by law, we assume no obligation to update these forward-looking statements, even if new information becomes available in the future.

Updates can be found at the official Impact Fusion Twitter account @impactfusionI

Contact:

Impact Fusion International Inc.
204 Highway 1011
Napoleonville LA 70390
1-800-775-4130

Email: impactfusionintl@gmail.com
https://www.impactfusionbrands.com/brands
https://www.impactfusionint.com

About The “Stock Day” Podcast

Founded in 2013, Stock Day is the fastest growing media outlet for Nano-Cap and Micro-Cap companies. It educates investors while simultaneously working with penny stock and OTC companies, providing transparency and clarification of under-valued, under-sold Micro-Cap stocks of the market. Stock Day provides companies with customized solutions to their news distribution in both national and international media outlets. The Stock Day Podcast is the number one radio show of its kind in America.

SOURCE:

Stock Day Media

(602) 821-1102

March 27 2023

Flux Power Holdings, Inc. CEO, Ron Dutt, Discusses Increasing Demand of Lithium-ion Energy Storage Among Fortune 500 Companies with The Stock Day Podcast

Alexandria LeBlanc Other Corner Mar 27th, 2023

Phoenix, March 23rd, 2023 (Newsfile Corp.) — The Stock Day Podcast welcomed Flux Power Holdings, Inc. (NASDAQ:FLUX)(“the Company”), a company that designs, manufactures, and sells advanced lithium-ion energy storage solutions for electrification of a range of industrial and commercial sectors including material handling, airport ground support equipment (GSE), and stationary energy storage. CEO of the Company, Ron Dutt, joined Stock Day host Everett Jolly.

“Flux Power is a leader in the use of sustainable lithium-ion technology for the electrification of Fortune 500 companies’ commercial and industrial equipment. Where are industrial customers at in their focus on electrification – and where does lithium-ion fit in as the best technology for that?”, asked Jolly to begin the interview. “Our strategy is to focus on large Fortune 500 companies with large fleets, who are motivated to electrify for several reasons,” said Dutt. “By using our products, which are more efficient, companies reduce carbon dioxide,” he shared. “Though large and well capitalized, these companies are seeking ever increasing levels of efficiency, and in terms of costs as well.”

“By selecting lithium, Fortune 500 companies can achieve a lower, all-in life cycle cost, even though the original purchase price is higher than lead acid,” continued Dutt, adding that the Company is able to support companies of this size by building out an efficient and reputable infrastructure. “We are not yet profitable, but we are getting close to that during this period of time,” said Dutt. “You have to have the ability to deliver because our proposition to these companies is a long-term relationship.”

“What are some of the strategic initiatives you’re currently focused on?”, asked Jolly. “We have a long list of over 20 actions of supply chain improvements,” shared Dutt. “We are also tackling a number of cost reduction initiatives to reduce the cost and also improve the customer experience, as well as the features we can provide to the customer,” he said. “Our target as a manufacturing company is to get to over 30% gross margin, and we’re well on our way.”

“The electrification of material handling equipment and airline GSE fleets are key focus areas for Flux Power. How much demand are you seeing in these two areas for greener initiatives?”, asked Jolly. “We are seeing a lot of interest,” said Dutt, adding that the Company helps these companies identify their needs, while adapting their solutions to cater to their concerns. “These operations are very intense, very comprehensive, and they all need a supplier who understands that and has worked hard to develop that capability.”

“Can you discuss any particular recent customer success stories?”, asked Jolly. “We do have many customer success stories,” shared Dutt, adding that the Company has to be careful when releasing company identities. “We are working to provide a case study that is both impactful and illustrative of the benefits of FLUX.”

To close the interview, Dutt encouraged listeners and shareholders to keep up-to-date on the Company’s updates and current projects as they continue to expand in the growing lithium-ion space.

To hear Ron Dutt’s entire interview, follow the link to the podcast here: https://audioboom.com/posts/8270618-flux-power-holdings-inc-ceo-ron-dutt-discusses-increasing-demand-of-lithium-ion-energy-storag

Investors Hangout is a proud sponsor of “Stock Day,” and Stock Day Media encourages listeners to visit the company’s message board at https://investorshangout.com/

About Flux Power Holdings, Inc.

Flux Power (NASDAQ: FLUX) designs, manufactures, and sells advanced lithium-ion energy storage solutions for electrification of a range of industrial and commercial sectors including material handling, airport ground support equipment (GSE), and stationary energy storage. Flux Power’s lithium-ion battery packs, including the proprietary battery management system (BMS) and telemetry, provide customers with a better performing, lower cost of ownership, and more environmentally friendly alternative, in many instances, to traditional lead acid and propane-based solutions. Lithium-ion battery packs reduce CO2 emissions and help improve sustainability and ESG metrics for fleets. For more information, please visit www.fluxpower.com.

Forward-Looking Statements

This release contains projections and other “forward-looking statements” relating to Flux Power’s business, that are often identified using “believes,” “expects” or similar expressions. Forward-looking statements involve several estimates, assumptions, risks, and other uncertainties that may cause actual results to be materially different from those anticipated, believed, estimated, expected, etc. Such forward-looking statements include impact of COVID-19 on Flux Power’s business, results and financial condition; Flux Power’s ability to obtain raw materials and other supplies for its products at competitive prices and on a timely basis, particularly in light of the potential impact of the COVID-19 pandemic on its suppliers and supply chain; the development and success of new products, projected sales, deferral of shipments, Flux Power’s ability to fulfill backlog orders or realize profit from the contracts reflected in backlog sale; Flux Power’s ability to fulfill backlog orders due to changes in orders reflected in backlog sales, Flux Power’s ability to timely obtain UL Listing for its products, Flux Power’s ability to fund its operations, distribution partnerships and business opportunities and the uncertainties of customer acceptance and purchase of current and new products. Actual results could differ from those projected due to numerous factors and uncertainties. Although Flux Power believes that the expectations, opinions, projections, and comments reflected in these forward-looking statements are reasonable, they can give no assurance that such statements will prove to be correct, and that the Flux Power’s actual results of ‎operations, financial condition and performance will not differ materially from the ‎results of operations, financial condition and performance reflected or implied by these forward-‎looking statements. Undue reliance should not be placed on the forward-looking statements and Investors should refer to the risk factors outlined in our Form 10-K, 10-Q and other reports filed with the SEC and available at www.sec.gov/edgar. These forward-looking statements are made as of the date of this news release, and Flux Power assumes no obligation to update these statements or the reasons why actual results could differ from those projected.

Flux, Flux Power, and associated logos are trademarks of Flux Power Holdings, Inc. All other third-party brands, products, trademarks, or registered marks are the property of and used to identify the products or services of their respective owners.

Follow us at:

Blog: Flux Power Blog
News Flux Power News
Twitter: @FLUXpwr
LinkedIn: Flux Power

View source version on businesswire.com: https://www.businesswire.com/news/home/20230314005027/en/

Contacts

Media & Investor Relations:
info@fluxpower.com

External Investor Relations:
Chris Tyson, Executive Vice President
MZ Group – MZ North America
949-491-8235
FLUX@mzgroup.us
www.mzgroup.us

About The “Stock Day” Podcast

SOURCE:

Stock Day Media

(602) 821-1102

March 24 2023

STEER Announces Execution of Definitive Agreements and Conditional Approval of TSXV for an $18 Million Direct Investment Involving its Digital Restaurant Supply Business (B2B Marketplace)

Alexandria LeBlanc Other Corner Mar 24th, 2023

STEER Technologies Inc. (“STEER” or the “Company”) (TSXV: STER) (OTCQX: STEEF), an integrated ESG technology platform, is pleased to announce that further to its press releases dated January 23, 2023 and March 7, 2023, it has obtained conditional approval from the TSX Venture Exchange (the “TSXV”) and entered into binding definitive agreements to complete the sale (the “Proposed Transaction”) of approximately 37.5% of the Company’s digital restaurant supply business (the “Restaurant Supply Business”), which is currently indirectly held through STEER’s wholly-owned subsidiary, Food Hwy Canada Inc. (“Food Hwy”), to a group of investors (the “Investor Group”) at a post-money valuation of approximately $47.14 million.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20230324005218/en/

(Photo: Business Wire)

The Proposed Transaction will be comprised of the following:

(a)		spinning out the Restaurant Supply Business to FoodsUp Inc. (“FoodsUp”), a newly formed, wholly-owned subsidiary of Food Hwy, as further described below;

(b)		pursuant to the “Investment”, FoodsUp will sell $16.5 million worth of its common shares (“FoodsUp Shares”) from treasury to a limited partnership controlled by the Investor Group (the “Investor LP”) by way of a private placement subscription agreement (the “Subscription Agreement”); and

(c)		pursuant to the “Share Purchase”, Food Hwy will sell $1.5 million worth of FoodsUp Shares, plus a call option for 7,500 additional FoodsUp Shares (the “Call Option”), to the Investor LP by way of a share purchase agreement dated March 24, 2023, among FoodsUp, Food Hwy and the Investor LP (the “Share Purchase Agreement”).

Spin Out of Restaurant Supply Business

The Proposed Transaction will result in the sale of the Restaurant Supply Business, currently a division of Food Hwy (the “Asset Sale”), to FoodsUp, pursuant to an asset purchase agreement dated March 24, 2023, between FoodsUp and Food Hwy (the “Asset Purchase Agreement”). The assets which make up the Restaurant Supply Business include, among other things: (i) equipment, machinery and vehicles owned or leased by the Restaurant Supply Business; (ii) inventory and goods in transit; (iii) prepaid expenses and accounts receivable related to the Restaurant Supply Business; and (iii) intellectual property and social media accounts utilized by the Restaurant Supply Business (collectively, the “Assets”).

Pursuant to the terms of the Asset Purchase Agreement, Food Hwy has agreed to sell the Assets to FoodsUp for consideration consisting of: (i) an unsecured, non-interest bearing promissory note (the “Promissory Note”) for $4.5 million payable on demand; (ii) 64,900 FoodsUp Shares; and (iii) FoodsUp’s assumption of up to approximately $5,451,764 in liabilities and obligations of the Restaurant Supply Business, including accounts payable, liabilities and obligations under any contract or lease related to the Restaurant Supply Business.

In connection with the Asset Sale, Food Hwy and FoodsUp will enter into a transition services agreement, whereby Food Hwy will provide certain services to FoodsUp for certain periods set forth therein, subject to any extension, following the closing of the Proposed Transaction.

Completion of the Asset Sale is subject to customary closing conditions, including the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the review and final approval of the TSXV.

A copy of the Asset Purchase Agreement will be made available under STEER’s profile on SEDAR at sedar.com

Investment into the Restaurant Supply Business via Private Placement of FoodsUp

Immediately following the completion of the Asset Sale, the Investor LP will: (i) under the Investment and pursuant to the Share Purchase Agreement, subscribe for 35,000 FoodsUp Shares at a price of approximately $471 per FoodsUp Share, for aggregate gross proceeds of $16.5 million; and (ii) under the Share Purchase and pursuant to the Share Purchase Agreement, purchase 2,500 FoodsUp Shares and the Call Option from Food Hwy for $1.5 million.

It is anticipated that a portion of the Investment will come from certain members of STEER and the Restaurant Supply Business’s respective management teams as part of the Investor Group. In the Company’s view, the Proposed Transaction underscores STEER’s belief in the Restaurant Supply Business and its ability to further grow in 2023 and beyond, while facilitating continued alignment with STEER’s other products and service offerings. Among others, the Investor Group will be comprised of the following: (i) two members of the current management team of STEER (being Suman Pushparajah, the CEO of STEER, and Junaid Razvi, the Chairman of STEER, who will collectively hold 1.75% of the issued and outstanding FoodsUp Shares after completion of the Proposed Transaction); (ii) Sayan Navaratnam, a greater than 10% shareholder of STEER (who will hold 1.67% of the issued and outstanding FoodsUp Shares after completion of the Proposed Transaction); (iii) four members of the current management team of Food Hwy (with Di Han, head of the Restaurant Supply Business and the CEO of FoodsUp, holding 4.8% of the issued and outstanding FoodsUp Shares after completion of the Proposed Transaction); (iv) certain close personal friends of Di Han (who will collectively hold 1.68% of the issued and outstanding FoodsUp Shares after completion of the Proposed Transaction); and (v) certain strategic arms-length investors.

Due to the inclusion of Suman Pushparajah, Junaid Razvi, Sayan Navaratnam, Di Han, Jungyang Xie (Operations Manager), Yang Song (Warehouse Manager) and Che Wang (Procurement and Sales Manager) amongst the Investor Group, the Proposed Transaction will constitute a Non-Arm’s Length Transaction (as such term is defined in the policies of the TSXV) and a “related party transaction” by STEER in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Proposed Transaction will be exempt from the formal valuation and the minority shareholder approval requirements of MI 61-101 because no securities of STEER are listed or quoted on any of the specified markets listed in section 5.5(b) of MI 61-101 and, at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of STEER’s market capitalization. A material change report will be filed as soon as practicable following the issuance of this news release, which will be less than 21 days before the expected Closing Date (as defined below). The Company considers this reasonable in the circumstances due to the timing of when the terms of the Proposed Transaction were finalized and the desire of the parties to complete the Proposed Transaction as expeditiously as possible for sound business reasons.

It is anticipated that FoodsUp will use $4.5 million of the proceeds from the Investment to pay off the Promissory Note, and the remaining $12 million for general working capital and scaling up operations and growth of the Restaurant Supply Business.

The completion of the Investment is subject to a number of terms and conditions, including and without limitation, the completion of the Asset Sale and the parties obtaining all necessary consents, orders, regulatory approvals, including the final approval of the TSXV.

Additional Investment into the Restaurant Supply Business via Share Purchase from Food Hwy

Pursuant to the terms of the Share Purchase Agreement, Food Hwy will: (i) sell 2,500 FoodsUp Shares to the Investor LP; and (ii) grant the Call Option to the Investor LP, pursuant to which the Investor LP may purchase an additional 7,500 FoodsUp Shares at a price of $0.01 until the tenth anniversary following the Closing Date in exchange for $1.5 million. In the event that the Call Option is fully-exercised in the future, then the Proposed Transaction will represent a divestiture of 45% of the Restaurant Supply Business to the Investor Group.

The Call Option vests on the earlier of: (i) two years from the Closing Date; and (ii) immediately prior to the exercise of the “drag along” right contained under the FoodsUp USA (as defined below), and may only be exercised if one of the following conditions is met:

(a)		(i) the FoodsUp Shares or securities of another issuer exchanged therefor are listed on a recognized Canadian or United States stock exchange by way of an initial public offering, reverse takeover or other business transaction involving FoodsUp (an “IPO”), (ii) FoodsUp does not raise any equity funding prior to or upon its IPO at an en blocvaluation of less than $60 million on a fully diluted, pre-offering basis; and (iii) Di Han is still the Chief Executive Officer of FoodsUp at the time of the exercise of the Call Option or has been terminated without cause;

(b)		STEER or Food Hwy initiates any bankruptcy or insolvency proceeding; or

(c)		Suman Pushparajah is terminated as CEO of STEER without cause pursuant to applicable laws.

The completion of the Share Purchase is subject to a number of terms and conditions, including without limitation: (i) the completion of the Asset Sale and the Investment; (ii) the repayment of the Promissory Note by FoodsUp; (iii) there being no material adverse changes in respect of either FoodsUp or Food Hwy; (iv) the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the final approval of the TSXV; and (v) other standard conditions of closing for a share purchase transaction.

FoodsUp Unanimous Shareholders Agreement

In connection with the Proposed Transaction, it is contemplated that Food Hwy and the Investor LP will enter into a unanimous shareholders agreement with FoodsUp and STEER (the “FoodsUp USA”) as at the Closing Date, which will address corporate governance matters and contain other terms that are customarily found in this type of agreement. In addition to such matters, the FoodsUp USA will include certain provisions whereby: (i) Di Han will be appointed proxyholder for the FoodsUp Shares owned by Food Hwy for a period of three years from the date of formation of FoodsUp, other than in respect of any proposed change or amendment to the FoodsUp USA; and (ii) Di Han will have certain rights as a founder of FoodsUp entitling him to have a veto on certain matters requiring the approval of FoodsUp’s Board of Directors, in accordance with applicable laws (collectively, the “Voting Provisions”). The three-year term of the Voting Provisions is subject to Di Han remaining a direct or indirect shareholder of FoodsUp and the Restaurant Supply Business achieving certain revenue milestones, as more particularly described in the FoodsUp USA. Following the initial three-year term, the Voting Provisions shall be renewed for an additional three-year term so long as Di Han remains a direct or indirect shareholder of FoodsUp during such time.

Closing

It is anticipated that the Proposed Transaction, including the Asset Sale, Investment and Share Purchase, will close concurrently on or about March 28, 2023 (the “Closing Date”), following the fulfillment of the respective terms and conditions contained in the Asset Purchase Agreement, the Subscription Agreement and the Share Purchase Agreement.

Following the completion of the Proposed Transaction, STEER is expected to indirectly retain approximately 62.5% ownership of FoodsUp, subject to the Call Option. In consideration for an aggregate cash investment amount of $18 million, the Investor Group will acquire approximately 37.5% ownership of FoodsUp, subject to the Call Option, which, if fully-exercised, would increase the Investor Group’s indirect ownership of FoodsUp to 45%; therefore, the post-closing valuation of FoodsUp is approximately $47.14 million based on the Proposed Transaction. It is intended that the $6 million in proceeds that is expected to be received by Food Hwy in connection with the Proposed Transaction will be applied by STEER and Food Hwy to further grow and develop their Subscription-Based and On-Demand service offerings.

The Proposed Transaction constitutes a “Reviewable Transaction” as defined in TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets and is therefore subject to the prior approval of the TSXV. No finder’s fee is expected to be payable in connection with the Proposed Transaction.

All currency references used in this press release are in Canadian currency unless otherwise noted.

About the Company

STEER is an integrated ESG technology platform that moves people and delivers things through subscription and on-demand services. The Company’s goal is to build a one-of-a-kind ecosystem that aggregates conscientious users, through a series of connected offerings, and enables them to buy, sell, or invest with the same platform, STEER. The Company’s offerings generally fall into two categories: subscription-based offerings led by its flagship electric vehicle subscription business, STEER EV, and on-demand services incorporating delivery, Restaurant Supply Business, Delivery-as-a-Service (DaaS) and rideshare businesses. The Company’s platform is also powered by EcoCRED, its big data, analytics and machine learning engine which seeks to capture, analyze, parse and report on key data points in ways that measure the Company’s impact on carbon reductions and offsets.

For more about the Company, visit www.steeresg.com.

Suman Pushparajah, CEO
suman@steeresg.com
STEER
100 Consilium Pl, Unit 400
Scarborough, ON
Canada M1H 3E3
www.steeresg.com

Forward-Looking Information

Certain information in this press release contains forward-looking information, including with respect to the Company’s business, operations and condition, management’s objectives, strategies, beliefs and intentions. This information is based on management’s reasonable assumptions and beliefs in light of the information currently available to us and are made as of the date of this press release. Actual results and the timing of events, such as those pertaining to the closing of the Proposed Transaction, including the closing of the Asset Sale, the Investment and the Share Purchase, the terms and conditions of the FoodsUp USA, the grant and exercise of the Call Option, the anticipated size of the Investment into the Restaurant Supply Business, the composition of the Investor Group, that a sufficient amount of capital will be raised from the Investor Group in order to proceed with the Proposed Transaction, and the Company’s ability to obtain TSXV final approval for the Proposed Transaction, may differ materially from those anticipated in the forward-looking information as a result of various factors. Information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. Statements containing forward-looking information are not facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements. In particular, statements pertaining to the timing, terms and completion of the Proposed Transaction constitute forward-looking information.

See “Forward-Looking Information” and “Risk Factors” in the Company’s Annual Management Discussion & Analysis (MD&A) for the year ended December 31, 2021 (filed on SEDAR on May 2, 2022) and its interim MD&A for the period ended March 31, 2022, June 30, 2022, September 30, 2022 (filed on SEDAR on May 30, 2022, August 29, 2022 and November 29, 2022 respectively) for a discussion of the uncertainties, risks and assumptions associated with these statements and other risks. Readers are urged to consider the uncertainties, risks and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. The Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation and regulatory requirements.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

March 24 2023

Silo Wellness Secures Right of First Refusal on All Psilocybin Mushroom Biomass from Medford, Oregon First-Mover Satya; Other Corporate Updates

Alexandria LeBlanc Biotech Corner Mar 24th, 2023

Springfield, Oregon–(Newsfile Corp. – March 24, 2023) – Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K7A), announces that it is partnering with Oregon-based Satya, Inc. to develop a robust ecosystem aimed at supporting the well-being of psilocybin patients and Oregonian entrepreneurs alike. At the heart of this partnership is Satya’s status as an Oregon-licensed psilocybin mushroom grower first-mover in the United States as featured recently in the Portland Business Journal.

With the goal of benefiting patients and supporting the growth of Oregon’s entrepreneurial community, Silo and Satya have established a Raw Materials Supply and Purchase Agreement. The Agreement includes a Right of First Refusal (ROFR) that guarantees Silo’s affiliates first rights to any of Satya’s psilocybin biomass that become available for sale. This ROFR provision allows Silo to ensure a stable and consistent supply of raw materials, a crucial component in the creation of safe, reliable, and effective psychedelic treatments. This partnership enables Silo to secure the first access to Satya’s high-quality psychedelic products for Silo’s Oregon network, including for Silo’s intended Portland-area psilocybin therapy center that was announced in January.

Silo Wellness CEO Mike Arnold stated, “Our mission is to make psychedelic treatments safe, ethical, and accessible to Oregonians while safeguarding local businesses from potentially exploitative out-of-state interests. By partnering with Satya, we establish a sustainable and reliable source of high-quality raw materials, allowing us to fulfill our vision. This agreement is a significant step in mitigating a key industry risk, ensuring we have access to the controlled substances necessary for treatment. With this agreement, we gain access to biomass, providing a dependable source of medicine to support our operations and strategic objectives.”

Satya’s co-founder and CEO Andreas Met added, “We are thrilled to be working with Silo in developing a thriving ecosystem that benefits patients, entrepreneurs, and the entire state of Oregon. Our partnership is the first step towards establishing Oregon as the epicenter of the psychedelic industry in the United States.”

As Silo and Satya continue to work together, they hope to create a model for sustainable growth in the burgeoning psychedelic industry. Together, they aim to make a positive impact on the lives of millions of people by creating safe, effective, and accessible psychedelic treatments.

Under this Agreement executed on March 23, 2023, Satya will provide 10mg analyte psilocybin doses and 1mg analyte psilocybin microdoses to any affiliate of Silo who is properly licensed under Ballot Measure 109. The Agreement provides a base pricing for the psilocybin mushroom biomass. Seller shall provide Buyer with reasonable notice of any Materials that become available, and Buyer shall have the right of first refusal to purchase any Materials that Seller is able to supply, subject to availability and Seller’s capacity to supply such Materials. Buyer shall pay $50,000 in advance for the Materials, which shall be credited against Buyer’s future purchases under this Agreement. The agreement is initially for two years effective April 1, 2023, and terminating March 30, 2025, with a renewal for successive one-year periods.

Audit Updates

The auditors stated that they estimate that it will take them a week and a half to sign off on the audit. They stated that such time is needed for an audit file completion, review of the audit file and financial statement by the audit partner, quality control department and the audit committee to review the meeting materials.

Contact:

Silo Wellness: Mike Arnold, CEO
541-900-5871
IR at silo wellness dot com

Satya: Andreas Met, CEO
541-930-2478
Andreas at satya therapeutics dot com

About Satya

Satya Inc. is a leading producer-supplier of psilocybin products and services and an integral member of a pioneering industry serving mental-health challenges in Oregon-leading the expansion globally of novel service paradigms. https://satyatherapeutics.com/

About Silo Wellness

Silo Wellness is a growth-oriented holding company focused on psychedelic opportunities that benefit from a unified ecosystem and exceptional leadership. Founded in 2018 in Oregon and headquartered in Toronto, Silo Wellness has a presence in both Jamaica and Oregon. Silo Wellness is a publicly traded on the Canadian (CSE: SILO) and Frankfurt (FSE: 3K7A) exchanges and listed on the OTCQB Venture Market (OTCQB: SILFF).

For more information about Silo Wellness or to book a Jamaican psychedelic retreat, please visit www.silowellness.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION AND RISK FACTORS: This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates, and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking information may relate to anticipated events or results including, but not limited to the ability of the Company to finalize definitive documents and close on any potential retreat center property partnership; the Company’s ability to satisfy the Oregon licensing requirements and achieve a license in Oregon; the Company’s ability to successful launch an Oregon operation, including hiring of qualified staff and getting access to mushrooms to sustain operations; Satya’s ability to produce mushrooms at all or at quantity to satisfy demand; the Company’s ability to meet the payment obligation to Satya; and the Company’s ability to fund operations as well as the company’s pre-existing capital requirements and significant debt load.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, regulatory, political and social uncertainties and the potential impact of COVID-19. Such risks and uncertainties include, among others, the risk factors included in Silo Wellness’s continuous disclosure documents available on www.sedar.com. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Silo Wellness assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

There are also additional risk factors associated with Silo Wellness entering the Oregon psilocybin market including but not limited to:

Legal and regulatory risks: Despite being legal under state law, psilocybin is still a Schedule I controlled substance under federal law. As such, there is a risk that federal law enforcement may choose to target psilocybin businesses, and those involved in the business may face potential criminal prosecution.
Compliance risks: While legal under state law, psilocybin businesses must comply with a complex set of regulations and requirements. Failure to comply with these regulations could result in fines, legal actions, and potential loss of licenses or permits.
Banking and financial risks: Due to the federal illegality of psilocybin, psilocybin businesses may face challenges accessing traditional banking services, which may create difficulties managing financial transactions, investments, and fundraising activities.
Political risks: Changes in political leadership at the federal or state level could impact the regulatory environment for psilocybin businesses and create uncertainty for investors.
Market risks: The psilocybin industry is relatively new and rapidly evolving, which creates risks related to market demand, competition, and pricing.
Operational risks: Psilocybin businesses may face challenges related to managing a complex and highly regulated supply chain, developing and scaling their operations, and attracting and retaining talent.
Reputation risks: Psilocybin businesses may face challenges related to the public perception of psilocybin, and there may be concerns about the potential negative effects of psilocybin use.

Please refer to other risk factors identified in previous public disclosures which can be found on SEDAR.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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March 24 2023

Metallica Metals Uncovers PGM and Lithium Potential at Sammy Ridgeline Project, Thunder Bay North District, Ontario

Alexandria LeBlanc Minning Pit Mar 24th, 2023

Vancouver, British Columbia–(Newsfile Corp. – March 24, 2023) – Metallica Metals Corp. (CSE: MM) (OTCQB: MTALF) (FSE: SY7P) (the “Company” or “Metallica Metals“) is pleased to announce that field mapping and prospecting work completed across the Sammy Ridgeline Project (“Sammy Ridgeline” or the “Project“) in the Thunder Bay North District of Ontario has uncovered the potential to host both Mid-Continent Rift (MCR) related platinum group metal (PGM) and spodumene (lithium) pegmatite dyke mineralization. The 2022 exploration program at Sammy Ridgeline has also identified several target areas with significant potential to host base metal mineralization. The Project is comprised of two claim blocks flanking Clean Air Metal’s Thunder Bay North (TBN) Project (Figure 1).

The potential for PGM mineralization has been identified through the discovery of numerous ultramafic intrusions across the West Block of the Project. These ultramafic intrusions are interpreted to be the same lithology that hosts the neighbouring Escape Lake and Current Lake PGM Deposits. The potential for spodumene mineralization has also been identified through the discovery of pegmatite dykes, often up to 10 m in width (Figure 2). Significant assay results from mineralized grab samples at various showings on the Project include 1.05% Cu, 0.99% Mo, 5.71% Pb, 0.48% U and 25.7 g/t Ag (Table 1).

Aaron Stone, CEO of Metallica Metals commented, “Our 2022 field mapping and prospecting program at Sammy Ridgeline has identified varying geological environments with significant potential to host several types of mineralization such as base metals, PGM’s, and spodumene, which is a major source of hard rock lithium. Additional mapping and prospecting, trenching and channel sampling, and geophysical surveys will be required to develop a deeper understanding of the geology and amount of mineralization on the Project.”

Highlights:

Completed prospecting and geological mapping which discovered a network of ultramafic intrusions across the Sammy Ridgeline West Block (Figure 3). MCR related ultramafic conduits are known to host significant Ni-Cu-PGM mineralization in the immediate area, with the Sunday Lake discovery and TBN deposits neighbouring the property.
Trace amounts of chalcopyrite and pyrrhotite mineralization were found within the ultramafic rocks, as well as some elevated levels of chromium (Cr), which has been noted by neighbouring Clean Air Metal’s to be a significant indicator element for MCR related intrusions. Parts of the Escape and Current Lake deposits on the TBN Project have been noted to pool at the bottom of the ultramafic conduits. The presence of sulphide mineralization coupled with strong background Cr levels suggest the potential for PGM bearing massive sulphide at the base of the newly discovered Sammy Ridgeline ultramafic bodies.
Also discovered across the Sammy Ridgeline West Block were multiple outcropping pegmatite dykes. Dykes were noted to be up to 10m in width (Figure 2). With the discovery of these dykes, a real potential for lithium mineralization exists across the property. Further work is required to determine the composition of these dykes and their ability to host spodumene mineralization.
While the Sammy Ridgeline West Block revealed the excellent potential for PGM’s and lithium, the East Block produced some exceptional grab sample results including up to 1.05% Cu, 0.99% Mo, 5.71% Pb, 0.48% U and 25.7 g/t Ag (Table 1). These results came from revisiting existing showings and historical workings across the East Block and are explained further in the following points.
High-grade polymetallic results that produced up to 0.99% Mo, 1.05% Cu and 25.7 g/t Ag were obtained from a known molybdenum showing located along an important fault that trends through Clean Air Metal’s TBN Project and onto the southern portion of the Sammy Ridgeline East Block (Table 1). Mineralization was hosted in quartz veins containing up to 5% molybdenite and chalcopyrite. Further work is required to determine the source and extents of this high-grade mineralization.
A high-grade lead result of 5.71% Pb and 3.69 g/t Ag came from a grab sample taken from the muck pile of historical workings on the East Block, in close proximity east of the molybdenum showing (Table 1). The mineralization was found in a white quartz breccia containing up to 5% galena, hosted in metasediments. Finally, a high-grade uranium result that returned 0.48% U, 0.13% Pb and 16.4 g/t Ag was obtained from a known showing towards the eastern side of the East Block (Table 1). The mineralization was believed to be hosted in black pitchblende veinlets hosted in a mafic dyke.

Figure 1: Location of Metallica Metals’ Sammy Ridgeline Ni-Cu-PGM Project with respect to adjacent properties including Clean Air Metal’s Thunder Bay North Project and Impala Canada’s Lac des Iles Pt-Pd Mine (refer to notes below for MRMR sources shown on map).

To view an enhanced version of Figure 1, please visit:
https://images.newsfilecorp.com/files/2610/159660_f69a1b23d458ab46_001full.jpg

Mineral Resource Estimate Sources and Cautionary Statements: The Sammy Ridgeline Project is contiguous to the Clean Air Metals Thunder Bay North Project. The Thunder Bay North Project is host to two significant deposits, Current Lake and Escape Lake, which together comprise an underground-constrained mineral resource estimate with an Indicated Resource of 14.5 million tonnes at 1.58 g/t Pt and 1.54 g/t Pd (8.12 g/t PtEq) and an Inferred Resource of 8.1 million tonnes at 0.67 g/t Pt and 0.69 g/t Pd (4.07 g/t PtEq) (MRE source: NI 43-101 Technical Report on the Thunder Bay North Project, Northern Ontario, Canada with an effective date of December 1, 2021 and filed on SEDAR under Clean Air Metals Inc.). The Sammy Ridgeline Project is also adjacent to the Impala Canada Lac des Iles PGM Mine. The Lac des Iles Mine contains proven and probable mineral reserves of 40.9 Mt at an average grade of 2.31 g/t Pd for 3.04 Moz of contained Pd (MRE source: NI 43-101 Technical Report on the Feasibility Study for Lac des Iles Mine with an effective date of July 4, 2018 and filed on SEDAR under Impala Canada Ltd.). Readers are cautioned that mineralization and mineral resource and mineral reserve estimates on adjacent and/or nearby properties are not necessarily indicative of mineralization on the Sammy Ridgeline Project (please refer to additional cautionary statements below).

Figure 2: Large felsic pegmatite dyke outcropping on the West Block of the Sammy Ridgeline Project.

To view an enhanced version of Figure 2, please visit:
https://images.newsfilecorp.com/files/2610/159660_fig2.jpg

Assay Highlights – 2022 Geochemical Sampling Program
Project	Sample	Cu_ppm	U_ppm	Pb_ppm	Zn_ppm	Ag_ppm	Mo_ppm
East Block	237598	6.4	4,840	1,310	34.9	16.4	5.69
East Block	237610	57.2	0.6	55	8.5	10.6	6,480
East Block	237611	62.4	< 0.1	11.7	2.3	10.6	256
East Block	237613	32.5	< 0.1	18.7	3.8	3.22	1,400
East Block	237614	215	0.3	95.4	18.3	13.9	9,860
East Block	237615	1,900	0.7	18.6	29	15.9	3,080
East Block	237618	656	0.3	10.6	50.1	11.4	402
East Block	237619	15.7	< 0.1	5.6	2.9	7.36	542
East Block	237620	4.1	< 0.1	0.3	4.1	0.093	939
East Block	237625	261	1.7	18.9	75.3	1.31	2,720
East Block	237636	10,500	1.1	3.9	32.6	16.5	6,880
East Block	237637	166	0.4	1.4	17.1	0.278	2,270
East Block	237638	133	< 0.1	10.3	4	9.07	35.1
East Block	237639	1,120	< 0.1	12.8	19.3	17.8	333
East Block	237640	614	0.1	26.4	44	1.52	1,540
East Block	237642	6,320	1.1	71.3	78.7	25.7	6,900
East Block	237643	89.8	0.4	57,100	346	3.69	16.4
East Block	237647	23.8	4.9	4,620	2,130	1.41	20.6
East Block	237648	12.7	1.8	576	135	0.142	3.35

Table 1: Highlight assay results from grab sampling conducted across the East and West Blocks of the Sammy Ridgeline Project.

Figure 3: Significant sulphide mineralization (pyrite and chalcopyrite) found in outcropping ultramafics on the West Block of the Sammy Ridgeline Project.

To view an enhanced version of Figure 3, please visit:
https://images.newsfilecorp.com/files/2610/159660_f69a1b23d458ab46_003full.jpg

Building Strong Relationships with Local First Nation Partners

The Company has commenced important relationships with local First Nations groups in the Thunder Bay region. Talks between the groups in regards to work permit applications across the two Sammy Ridgeline blocks are progressing well. Metallica applied for the two work permits during the 2022 field season and they remain pending while discussions continue. Planned work includes trenching programs in areas requiring follow-up work to further investigate mineralization potential. The Company is committed to building positive, long-lasting relationships with all local stakeholders and hopes to forge a strong connection with our First Nation partners as our work program progresses.

2023 Follow-up Exploration

The Company will continue to work on securing exploration permits with plans to achieve the following:

Bedrock stripping and mapping;
Channel sampling;
Detailed geological mapping;
Ground geophysical survey to delineate extents of potential PGM bearing sulphide mineralization;
Prospecting blitz in lithium pegmatite target areas identified during the 2022 campaign.

Analytical and QAQC Procedures

Metallica Metals implemented a Quality Assurance and Quality Control (QAQC) program for the Sammy Ridgeline Project prospecting program that complied with industry standard practices for sampling, chain of custody procedures, and analytical methods. Certified reference standards, blank material, and duplicates were routinely inserted by the project geologist as part of the QAQC program in addition to the control samples inserted by the laboratory. The grab samples were labelled and sealed in plastic sample bags, then transported to Activation Laboratories (ActLabs) in Thunder Bay, Ontario, where they were prepared and analyzed. ActLabs is independent of Metallica Metals.

Actlabs’ QAQC system is registered to international quality standards through the ISO/IEC 17025:2017 (including ISO 9001:2015 and ISO 9002 specifications) and is accredited to the Standards Council of Canada (SCC) Requirements and Guidance for the Accreditation of Testing Laboratories, specific to mineral, forensic and environmental testing laboratories.

Grab samples were analyzed for PGM’s using the Fire Assay ICPOES technique (PGE-OES), and silver using Ag Aqua Regina-ICP-MS (1E-Ag) as well as a large suite of elements using the Aqua Regia ICPMS method (Ultratrace-1). The Company and its geological consultant confirm all assay results reported herein have passed QAQC protocols.

Qualified Person Statement and Data Verification

All scientific and technical information contained in this news release was prepared and approved by Aaron Stone, P.Geo., Chief Executive Officer of Metallica Metals Corp., who is a Qualified Person as defined by NI 43-101. Mr. Stone has verified all scientific and technical data disclosed in this news release including geophysical procedures and information on adjacent properties. No errors or omissions were noted during the data verification process.

This news release also contains scientific and technical information with respect to adjacent or similar mineral properties to the Sammy Ridgeline Project, which the Company has no interest in or rights to explore. Readers are cautioned that information regarding mineral resources and mineral reserves, geology, and mineralization on adjacent or similar properties is not necessarily indicative of the mineralization on the Company’s properties.

On behalf of the Board of Directors

METALLICA METALS CORP.
Aaron Stone, P.Geo.
Chief Executive Officer
astone@metallica-metals.com

Head Office:
Suite 600 – 890 West Pender Street
Vancouver, BC V6C 1J9 Canada
Ph: (514) 235-6012

Toronto Office:
Suite 401 – 217 Queen Street West
Toronto, ON M5V 0R2 Canada

About Metallica Metals Corp.

Metallica Metals Corp. is a Canadian junior mining company listed on the Canadian Securities Exchange (“CSE”) and its common shares trade under the ticker symbol “MM”. The Company is focused on acquiring and exploring gold-silver and platinum group metal (PGM) properties across Canada. The Company is currently exploring and developing its Starr Gold-Silver Project, and Sammy Ridgeline and Richview Pine PGM projects, which are all located adjacent to advanced mining projects in the Thunder Bay Mining District of Ontario.

For more information, please visit the Company’s website at https://metallica-metals.com.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking Information Statement

This news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to the Company’s proposed acquisition, exploration program and the expectations for the mining industry. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada and globally; industry conditions, including governmental regulation and environmental regulation; failure to obtain industry partner and other third party consents and approvals, if and when required; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; liabilities inherent in water disposal facility operations; competition for, among other things, skilled personnel and supplies; incorrect assessments of the value of acquisitions; geological, technical, processing and transportation problems; changes in tax laws and incentive programs; failure to realize the anticipated benefits of acquisitions and dispositions; and the other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive. The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

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March 24 2023

Curaleaf Provides Update on 2022 Fourth Quarter and Full-Year Earnings Release and Earnings Call

Alexandria LeBlanc Cannabis Corner Mar 24th, 2023

NEW YORK, March 24, 2023 /CNW/ — Curaleaf Holdings, Inc. (CSE: CURA / OTCQX: CURLF) (“Curaleaf” or the “Company”), a leading international provider of consumer cannabis products, today announced that it will delay its fourth quarter and full year earnings release and conference call, which were originally scheduled for March 28, 2023. Due to the complexities of converting three years of financials from IFRS to U.S. GAAP coinciding with year and quarter-end reporting, and the review of the treatment of various accounting matters, the Company requires additional time to complete its financial statements. The Company expects to file its financial statements within the month of April, no later than the prescribed filing deadline provided for under applicable securities laws. The Company will announce the date of the release of its financial statements and an earnings conference call in a subsequent press release.

FORWARD-LOOKING STATEMENTS
This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performances. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, “expects” or, “proposed”, “is expected”, “intends”, “anticipates”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the date of release of the Company’s financial statements. Such forward-looking statements and information reflect management’s current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and risks and uncertainties is contained under “Risk Factors and Uncertainties” in the Company’s latest annual information form filed March 9, 2022, which is available under the Company’s SEDAR profile at http://www.sedar.com and EDGAR profile at www.sec.gov, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

INVESTOR CONTACT
Curaleaf Holdings, Inc.
Camilo Lyon, Chief Investment Officer
IR@curaleaf.com

MEDIA CONTACT
Curaleaf Holdings, Inc.
Jordon Rahmil, Senior Director | Corporate Communications
media@curaleaf.com

View original content:https://www.prnewswire.com/news-releases/curaleaf-provides-update-on-2022-fourth-quarter-and-full-year-earnings-release-and-earnings-call-301780598.html

SOURCE Curaleaf Holdings, Inc.

March 23 2023

Charlotte’s Web Reports 2022 Fourth Quarter And Year-End Financial Results

Alexandria LeBlanc Cannabis Corner Mar 23rd, 2023

28% reduction in 12-month operating expenses
Net cash of $67M at December 31, 2022

LOUISVILLE, Colo., March 23, 2023 /CNW/ – (TSX: CWEB) (OTCQX: CWBHF), Charlotte’s Web Holdings, Inc. (“Charlotte’s Web” or the “Company”), the market leader in full spectrum hemp extract wellness products, today reported financial results for the fourth quarter and year ended December 31, 2022. All amounts are expressed in United States dollars unless otherwise indicated. Percentage changes are calculated to the nearest thousand dollars.

“In the fourth quarter, Charlotte’s Web cemented an authoritative brand leadership position following our NSF certification for professional sport, becoming the Official CBD of Major League Baseball and receiving a $56.8 millioninvestment from British American Tobacco,” Jacques Tortoroli, Chief Executive Officer of Charlotte’s Web, said. “We also maintained our leading market share position across key metrics despite a challenging sales environment due to ongoing regulatory inaction, which has created uncertainty and confusion for the CBD industry overall. Additionally, we gained new distributor partnerships to expand our retail opportunities across new industry verticals and better service some existing retail customers. At the same time, we entered into new partnerships in Canada and other regions as we continue to selectively execute on our asset-light international strategy. On the regulatory front, we significantly increased our engagement in Washington D.C., as part of a broad coalition to support Congressional legislation for appropriate regulatory development related to the hemp CBD category. Additionally, we have been active with a range of states as they look to implement regulations.”

“We simplified and streamlined our business in 2022, significantly reducing costs by almost $30 million, which helped to lower total cash use in 2022 to $5.3 million from $29.6 million in 2021, more than offsetting lower revenue,” Jessica Saxton, Chief Financial Officer, said. “As a result of these actions and the investment from BAT, we ended 2022 with a cash balance of $67 million. We remain committed to being good stewards of capital through prudent expense and cash management. Our strong liquidity position enables us to be choiceful when investing in our growth initiatives. Moreover, our key strategic partners – MLB and BAT – have become important stakeholders in the Company.”

Fourth Quarter 2022 Strategic Highlights

Reinforced the balance sheet, with $52.7 million net cash proceeds, through a convertible debenture investment from a subsidiary of BAT (LSE: BATS and NYSE: BTI). The debenture is convertible at C$2.00 per common share on the Toronto Stock Exchange (TSX) at BAT’s discretion for a non-controlling equity stake in Charlotte’s Web of approximately 19.9%. The 7-year debenture bears interest at a rate of 5% per annum (stepping down to 1.5% following approved federal regulations for hemp CBD) which can be paid in cash (or cash equivalence in shares) at conversion or maturity.
Charlotte’s Web was named the “Official CBD of Major League Baseball©”, marking the first major professional sports league to form a strategic partnership agreement in CBD to support the daily health and wellness of its players and fans. Through the partnership MLB also became a 4% shareholder of Charlotte’s Web with aligned interests to leverage exposure through MLB’s base of approximately 180 million fans.
Launched new “Charlotte’s Web Sport – Daily Edge” broad spectrum oil tincture – the first and only broad spectrum CBD oil to be certified NSF for Sport®. Daily Edge is part of a new product line for the sports and cultural lifestyle pillars that provide athletes and consumers with natural options to support recovery, help keep calm under pressure, and maintain healthy sleep cycles and focus.
Expanded U.S. retail coverage with several new distributors and new industry verticals including employer-sponsored benefits plan through SBM LLC, rapid home delivery through Go Puff, and spas with Massage Envy.
International expansion initiatives progressed. In November, Charlotte’s Web announced a strategic alliance with Tilray for manufacturing and distribution in Canada. For the first time, Canadians will have the ease of nationwide availability of Charlotte’s Web full spectrum CBD products through Tilray’s distribution network. First availability is expected in mid-2023 for hemp extract oil tinctures, followed by gummies and topicals.
Charlotte’s Web is supporting federal and state legislative initiatives to help advance a comprehensive U.S. CBD regulatory framework. Charlotte’s Web is part of a coalition in Washington D.C. to support Congressional legislation and has shared quantitative safety data study results with the U.S. Food and Drug Administration (FDA).
The Company has been strengthening organizational leadership with changes and additions to senior management.

Q4 2022 Financial Review

The following table sets forth selected financial information for the periods indicated.

	Three Months Ended, December 31,
U.S. $ millions, except per share data	2022	2021

Revenue	$18.9	$24.8
Cost of goods sold	29.4	20.6
Gross profit	(10.5)	4.2

Selling, general and administrative expenses	21.4	24.4
Goodwill and asset impairments	0.1	98.0
Operating loss	(32.0)	(118.2)

Other income, net	0.5	(0.3)
Change in fair value of financial instruments and other	(3.6)	0.3
Income tax (expense) benefit	(0.1)	(0.2)
Net loss	$(35.2)	$(118.2)
Net loss per common share, basic and diluted	$(0.23)	$(0.86)

Gross Profit was negative $10.5 million due to non-cash inventory provisions of $21.5 million taken in the quarter. This compares to Gross Profit of $4.2 million in the fourth quarter of 2021, which included inventory provisions of $9.7 million. During the fourth quarter of 2022, it was determined that certain aging hemp biomass inventory would no longer meet long-term product specifications, due to pending legislative changes in Colorado. Adjusted Gross Profit¹ in Q4 2022, prior to the impact of inventory provisions was approximately $11.0 million, or 58.1% of revenue, an improvement from Q4 2021 Adjusted Gross Profit, which was $13.8 million, or 55.4%.

Consolidated net revenue for the fourth quarter ended December 31, 2022, was $18.9 million, a decrease of 23.8% year-over-year from $24.8 million in the fourth quarter of 2021, primarily due to lower retail and online sales through the Company’s webstore. On a sequential quarterly basis, Q4 2022 net revenue increased 10.7%, versus $17.0 million in Q3 2022.

Fourth quarter business-to-business (“B2B”) net revenue was $6.4 million, a decrease of 32.6% year-over-year from $9.5 million, primarily due to lower comparable shipments to retail customers, some of which have reduced total shelf space for CBD products. On a comparative basis, Q4 2021 included significant relative expansion following the passing of Assembly Bill 45 in California, while there was not a similar positive regulatory event affecting Q4 2022.

On a sequential quarterly basis, B2B net revenue in Q4 2022 increased 20.8% versus $5.3 million in Q3 2022, reflecting seasonal holiday sales demand. New distribution partners were added in new channel categories throughout the year, including the fourth quarter; however, they require time to materially impact sales.

Fourth quarter direct-to-consumer (“DTC”) net revenue was $12.5 million, a decrease of 18.3% year-over-year from $15.3 million, due to lower traffic to the Company’s online webstore and competitive discounting. Declines in traffic to the webstore continue to be the biggest challenge to e-commerce revenue performance.

On a sequential quarterly basis, DTC net revenue in Q4 2022 increased 6.0%, versus $11.8 million in Q3 2022, reflecting seasonal holiday sales demand. New subscriptions increased 21% year-over-year and e-commerce conversion rates were strong at 7%. In 2023, the Company is launching initiatives to increase online traffic to broaden demographic exposure, with partners such as MLB. Charlotte’s Web maintains the largest e-commerce business in the CBD industry, with e-commerce sales for the total CBD industry estimated at approximately $2 billion annually, making it the largest channel, generating approximately 40% of total industry sales according to the Brightfield Group.

DTC and B2B contributed 66% and 34% of revenue respectively in the fourth quarter of 2022 versus 62% and 38% respectively for the fourth quarter of 2021.

	Three Months Ended
	December 31,
	2022	2021
Total Revenue – U.S. $ millions	$18.9	$24.8
Direct-to-consumer (“DTC”)	$12.5	$15.3
Business-to-business (“B2B”)	$6.4	$9.5

Total selling, general and administrative (“SG&A”) expenses were $21.4 million, a 12.2% year-over-year reduction from $24.4 million in Q4 2021. The year-over-year net improvement reflects actions taken in 2022 to improve operating efficiencies and reduce personnel and marketing expenses to be reflective of current revenues.

An operating loss of $32.0 million for the fourth quarter of 2022 was an improvement of $86.2 million, or 71.5%, as compared to an operating loss of $118.2 million in Q4 2021. The significant improvement was primarily due to Q4 2021 impairment charges of $98.0 million related to the goodwill and intangible assets of the 2020 acquisition of Abacus.

Net loss for the fourth quarter was $35.2 million, or ($0.23) per share on a basic and diluted basis, compared to a net loss of $118.2 million, or ($0.86) per share, on a basic and diluted basis in Q4 2021. Additionally, Q4 2022 included a negative change of $6.8 million in the fair value of the Company’s SBH Purchase Option, which was a non-cash charge.

Adjusted EBITDA¹ loss for the fourth quarter of 2022 was $4.5 million, an improvement of $3.8 million, or 45.8% as compared to Adjusted EBITDA loss of $8.3 million, for the fourth quarter of 2021.

2022 12-Months Financial Review

On a year-over-year basis, consolidated net revenue for the twelve months ended December 31, 2022, was $74.1 million, a decrease of 22.8% from $96.1 million in 2021, due to lower DTC and B2B sales. Throughout 2022 there was also a continuing industry-wide consumer shift to lower unit-priced CBD products, primarily gummies and topical products, where Charlotte’s Web is the market share leader. For 2022, Charlotte’s Web held the number one share position across the food, drug, mass (“FDM”) and natural retail channels, based on dollar share data from leading third-party analysts, The Nielsen Company and SPINS, and remains the market share leader in e-commerce sales according to the Brightfield Group. DTC revenue decreased 18.7% year-over-year to $50.7 million, and B2B revenue was 30.6% lower, at $23.4 million. DTC and B2B sales contributed 68% and 32% of net revenue in 2022 respectively, and 65% and 35% in 2021, respectively.

Gross Profit was $19.4 million, or 26.2% of consolidated revenue, versus $48.6 million, or 50.6%, in 2021. Cost of goods sold included inventory provisions of $23.4 million and $9.7 million for 2022 and 2021, respectively. Excluding inventory provisions, Adjusted Gross Margin¹ was 57.7% in 2022, versus 61.7% in 2021. Lower margin gummy products represented 46.6% of gross sales for the Company in 2022 versus 38.7% in 2021, respectively.

Total SG&A expenses for 2022 decreased $27.6 million, or 28.2%, year-over-year to $70.1 million, from $97.6 million in 2021, as a result of management actions taken during the year to simplify the business and streamline operations.

A 2022 operating loss of $52.5 million was an improvement of $94.6 million, or 64.3%, as compared to an operating loss of $147.1 million in 2021. The improvement was primarily attributable to impairment charges of $98.0 million taken in 2021.

Net loss for 2022 was $59.3 million, or $(0.40) per share on a basic and diluted basis and included changes in fair value of the Company’s SBH Purchase Option of negative $10.7 million, and a $1.8 million operating lease impairment, partially offset by a net gain of $3.1 million in fair value of the Company’s debt derivative. This compares to a net loss of $137.7 million, or $(0.98) per share on a basic and diluted basis for 2021, which included $107.7 million of non-cash impairments in goodwill, customer relationships, trade names, inventory provisions, and other long-lived assets.

Adjusted EBITDA¹ loss for 2022 was $11.8 million, an improvement of $8.7 million, or 42.5% as compared to Adjusted EBITDA loss of $20.6 million, for 2021.

Balance Sheet and Cash Flow

Net cash used from operations, for the year ended December 31, 2022, was $5.3 million as compared to $29.6 million in 2021. The decrease is related to reduced operating expenses and the collection of $10.8 million in IRS tax refunds, partially offset by lower revenues.

The Company’s cash and working capital at December 31, 2022, were $67.0 million and $82.3 million respectively, compared to $19.5 million and $75.6 million respectively at December 31, 2021.

Consolidated Financial Statements and Management’s Discussion and Analysis

The Company’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2022 and 2021 and related management’s discussion and analysis of financial condition and results of operations (“MD&A”) are reported in the Company’s 10K filing on the Securities and Exchange Commission website at www.sec.gov and on SEDAR at www.sedar.com, and will be available on the Investor Relations section of the Company’s website at https://investors.charlottesweb.com.

Conference Call

Management will host a conference call to discuss the Company’s 2022 fourth quarter and year-end results at 11:00 a.m. ET on March 23, 2023. There are three ways to join the call:

Register and enter your phone number at https://emportal.ink/3Zj6SdP to receive an instant automated call back, or
Dial 1-416-764-8659 or 1-888-664-6392 approximately 10 minutes before the conference call and provide confirmation number 89462125, or
Listen to the live webcast online.

A recording of the call will be available through April 1, 2023. To listen to the rebroadcast please dial 1-416-764-8677 and provide conference ID 462125. A webcast of the call can be accessed through the investor relations section of the Charlotte’s Web website.

About Charlotte’s Web Holdings, Inc.

Charlotte’s Web Holdings, Inc., a Certified B Corporation headquartered in Louisville, Colorado, is the market leader in innovative hemp extract wellness products under a family of brands that includes Charlotte’s Web™, CBD Medic™, and CBD Clinic™. Charlotte’s Web whole-plant CBD extracts come in full-spectrum and broad-spectrum (THC-free) options, including the world’s only broad-spectrum CBD certified NSF for Sport^®, which is the official CBD of Major League Baseball©. Founded by the seven Stanley Brothers, Charlotte’s Web ignited the CBD industry when the brothers came to global prominence with the coverage of a young girl’s astounding reaction to their hemp extract. Their advocacy changed laws, public perception, and research around the vast health potential of plant-based solutions. The Stanleys built their business with the mission to bring botanical options to health seekers worldwide. Charlotte’s Web branded premium quality products start with proprietary hemp genetics that are American farm-grown using organic and regenerative cultivation practices. The Company’s hemp extracts have naturally occurring botanical compounds including cannabidiol (“CBD”), CBC, CBG, terpenes, flavonoids, and other beneficial compounds. The Company’s CW Labs R&D division advances hemp science at a center of excellence in Louisville, Colorado. Charlotte’s Web product categories include CBD oil tinctures (liquid products) CBD gummies (sleep, stress, exercise recovery), CBD capsules, CBD topical creams and lotions, as well as CBD pet products for dogs. Through its substantially vertically integrated business model, Charlotte’s Web maintains stringent control over product quality and consistency with 20+ product lot testing for quality assurance. Charlotte’s Web products are distributed to retailers and health care practitioners throughout the U.S.A, and online through the Company’s website at www.charlottesweb.com.

Shares of Charlotte’s Web trade on the Toronto Stock Exchange (TSX) under the symbol “CWEB” and are quoted in U.S. Dollars in the United States on the OTCQX under the symbol “CWBHF”. As of March 22, 2023, Charlotte’s Web had 152,422,498 Common Shares outstanding.

Forward-Looking Information

In the interest of providing the shareholders and potential investors of Charlotte’s Web Holdings, Inc. with information about the Company, certain information provided herein constitutes forward-looking statements or information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Forward-looking statements are typically identified by words such as “may”, “will”, “should”, “could”, “anticipate”, “expect”, “project”, “estimate”, “forecast”, “plan”, “intend”, “target”, “believe” and similar words suggesting future outcomes or statements regarding an outlook. Although these forward-looking statements are based on assumptions the Company considers to be reasonable based on the information available on the date such statements are made, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties, and other factors which may cause actual results, levels of activity, and achievements to differ materially from those expressed or implied by such statements. The forward-looking statements contained in this press release are based on certain assumptions and analysis by management of the Company in light of its experience and perception of historical trends, current conditions and expected future development and other factors that it believes are appropriate.

Specifically, this press release contains forward-looking statements relating to, but not limited to: activities relating to, and sponsorship of, legislation to advance regulatory framework; anticipated consumer trends and corresponding product innovation; anticipated future financial results; the conversion of the convertible debenture held by BAT; international expansion activities and strategy, including the Company’s strategic alliance with Tilray and the availability of the Company’s products through Tilray’s distribution network in Canada; sales volume, product, channel and international expansion plans; growth of the Company’s market share position; the impact of the Company’s partnership with the MLB on the health and wellness of its players and fans; the impact of the Company’s new distribution partners on sales; the ratification of legislative changes in Colorado and other states; the Company’s ability to increase online traffic and demographic exposure through new products and marketing; anticipated new marketing partners; the impact of certain activities on the Company’s business and financial condition; suggested regulatory developments; and the Company’s anticipated trajectory, long-term growth expectations and shareholder value creation.

The material factors and assumptions used to develop the forward-looking statements herein include, but are not limited to, the following: the impact of the COVID-19 pandemic; the regulatory climate in which the Company currently operates and may in the future operate; successful sales of the Company’s products; the success of sales and marketing activities; there will be no significant delays in the development and commercialization of the Company’s products, including in relation to supply chain disruptions; outcomes from R&D activities; ability for the Company to leverage R&D and brand recognition for product sales; the Company’s ability to deal with adverse growing conditions (due to pests, disease, fungus, climate or other factors) in a timely and cost-effective manner; there will be no significant reduction in the availability of qualified and cost-effective human resources; new products will continue to be added to the Company’s portfolio; demand for the Company’s products will grow in the foreseeable future; there will be no significant barriers to the acceptance of the Company’s products in the market, including in international markets; the Company will be able to maintain compliance with applicable contractual and regulatory obligations and requirements; there will be adequate liquidity available to the Company to carry out its operations and business plans; the Company will have sufficient capital to pursue its sales volume, product, channel and international expansion; and products do not develop that would render the Company’s current and future product offerings undesirable and the Company is otherwise able to minimize the impact of competition and keep pace with changing consumer preferences.

The Company’s forward-looking statements are subject to risks and uncertainties pertaining to, among other things, the adverse impact of the COVID-19 pandemic to the Company’s operations, supply chain, distribution chain, and to the broader market for the Company’s products; revenue fluctuations; nature of government regulations (both domestic and foreign); economic conditions; loss of key customers; retention and availability of executive talent; competing products; common share price volatility; loss of proprietary information; product acceptance; internet and system infrastructure functionality; information technology security; available capital to fund operations and business plans; crop risk; international and political considerations; regulatory changes; and including but not limited to those risks and uncertainties discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ending December 31, 2022 available on www.sec.gov and www.sedar.com, and other risk factors contained in other filings with the Securities and Exchange Commission available on www.sec.gov and filings with Canadian securities regulatory authorities available on www.sedar.com. The impact of any one risk, uncertainty, or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent, and the Company’s future course of action depends on management’s assessment of all information available at the relevant time.

Except as required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statements made, whether as a result of new information, future events, or otherwise. All forward-looking statements, whether written or oral, attributable to the Company or persons acting on the Company’s behalf, are expressly qualified in their entirety by these cautionary statements.

(1) Non-GAAP Measures

The press release contains non-GAAP measures, including EBITDA and Adjusted EBITDA. Please refer to the section in the tables captioned “Non-GAAP Measures” below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.

CHARLOTTE’S WEB HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts)
	December 31,
	2022	2021
ASSETS
Current assets:
Cash and cash equivalents	$ 66,963	$ 19,494
Accounts receivable, net	1,847	4,882
Inventories, net	26,953	52,077
Prepaid expenses and other current assets	7,998	8,590
Income taxes receivable	—	10,764
Total current assets	103,761	95,807
Property and equipment, net	29,330	36,085
License and media rights	26,871	—
Operating lease right-of-use assets, net	16,519	20,679
Intangible assets, net	1,771	2,843
SBH purchase option and other derivative assets	3,620	13,000
Notes receivable – noncurrent	—	1,037
Other long-term assets	5,770	2,062
Total assets	$ 187,642	$ 171,513
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$ 4,018	$ 5,049
Accrued and other current liabilities	6,899	9,570
Cultivation liabilities – current	445	3,448
Lease obligations – current	2,306	2,103
License and media rights payable – current	7,759	—
Total current liabilities	21,427	20,170
Cultivation liabilities – noncurrent	6	385
Lease obligations – noncurrent	17,905	20,500
Derivative and other long-term liabilities	12,995	12
License and media rights payable – noncurrent	20,383	—
Convertible debenture	37,421	—
Total liabilities	110,137	41,067
Commitments and contingencies
Shareholders’ equity:
Common shares, nil par value; unlimited shares authorized as of December 31, 2022 and 2021, respectively; 152,135,026 and 144,659,964 shares issued and outstanding as of December 31, 2022 and 2021	1	1
Additional paid-in capital	325,431	319,059
Accumulated deficit	(247,927)	(188,614)
Total shareholders’ equity	77,505	130,446
Total liabilities and shareholders’ equity	$ 187,642	$ 171,513

CHARLOTTE’S WEB HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts)
		Year Ended December 31,
		2022		2021

Revenue	$	74,139	$	96,092
Cost of goods sold		54,728		47,507
Gross profit		19,411		48,585

Selling, general and administrative expenses		70,060		97,641
Goodwill and asset impairments		1,837		98,003
Operating loss		(52,486)		(147,059)

Other income, net		744		51
Change in fair value of financial instruments and other		(7,480)		9,429
Loss before provision for income taxes	$	(59,222)	$	(137,579)
Income tax expense		(91)		(143)
Net loss	$	(59,313)	$	(137,722)
Net loss per common share, basic and diluted	$	(0.40)	$	(0.98)
Weighted-average shares used in computing net loss per share, basic and diluted		146,631,767		140,769,247

CHARLOTTE’S WEB HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in thousands, except share amounts)
	Proportionate Voting Shares	Common Shares		Additional Paid-in Capital	Accumulated Deficit	Total Shareholders’ Equity
	Shares	Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Total Shareholders’ Equity
Balance—December 31, 2020	81,177	107,060,237	$ 1	$ 305,133	$ (50,892)	$ 254,242
Exercise of stock options	—	8,261	—	30	—	30
Conversion to common shares	(81,177)	32,471,060	—	—	—	—
Exercise of warrants	—	98,788	—	441	—	441
Withholding of common shares upon vesting of restricted share units	—	182,727	—	(146)	—	(146)
Harmony Hemp contingent equity compensation	—	338,091	—	1,460	—	1,460
ATM Program, net of share issuance costs	—	4,500,800	—	8,118	—	8,118
Share-based compensation	—	—	—	4,023	—	4,023
Net loss	—	—	—	—	(137,722)	(137,722)
Balance—December 31, 2021	—	144,659,964	$ 1	$ 319,059	$ (188,614)	$ 130,446
Common shares issued upon vesting of restricted share units, net of withholdings	—	947,396	—	(190)	—	(190)
Harmony Hemp contingent equity compensation	—	169,045	—	164	—	164
Common share issuance for license and media agreement		6,119,121	—	3,060	—	3,060
ATM Program, net of share issuance costs	—	239,500	—	(65)	—	(65)
Share-based compensation	—	—	—	3,403	—	3,403
Net loss	—	—	—	—	(59,313)	(59,313)
Balance—December 31, 2022	—	152,135,026	$ 1	$ 325,431	$ (247,927)	$ 77,505

CHARLOTTE’S WEB HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands
	Year Ended December 31,
	2022	2021

Cash flows from operating activities:
Net loss	$ (59,313)	$ (137,722)
Adjustments to reconcile net loss and comprehensive loss to net cash used in operating activities:
Depreciation and amortization	8,968	11,025
Goodwill and asset impairments	1,837	98,003
Change in fair value of financial instruments	7,480	(9,305)
Allowance for credit losses	1,226	1,509
Inventory provision	23,394	9,729
Share-based compensation	3,403	5,483
Changes in right-of-use assets	2,146	2,368
Loss (gain) on disposal of assets	(184)	390
Other	958	—
Changes in operating assets and liabilities:
Accounts receivable, net	2,946	(948)
Inventories, net	1,730	1,023
Prepaid expenses and other current assets	3,781	694
Operating lease obligations	(2,012)	(2,230)
Accounts payable, accrued and other liabilities	(3,577)	(2,911)
License and media rights	(500)	—
Income tax receivable	10,764	676
Cultivation liabilities	(4,000)	(7,166)
Other operating assets and liabilities, net	(4,362)	(177)
Net cash used in operating activities	(5,315)	(29,559)
Cash flows from investing activities:
Purchases of property and equipment and intangible assets	(265)	(4,918)
Proceeds from sale of assets	660	13
Issuance of notes receivable, net of collections	—	510
Investment in Stanley Brothers USA Holdings purchase option	—	(8,000)
Other investing activities	—	606
Net cash used in investing activities	395	(11,789)
Cash flows from financing activities:
Proceeds from public offerings, net of issuance costs	(64)	8,257
Proceeds from stock option exercises	—	30
Proceeds from convertible debenture	52,761	—
Other financing activities	(308)	(248)
Net cash provided by financing activities	52,389	8,039
Net decrease in cash and cash equivalents	47,469	(33,309)
Cash and cash equivalents —beginning of year	19,494	52,803
Cash and cash equivalents —end of year	$ 66,963	$ 19,494
Non-cash activities:
Non-cash purchase of license and media rights assets	(31,399)	—
Non-cash share issuance for license and media rights agreement	(3,060)	—
Non-cash purchases of property and equipment	—	(2,500)
Reduction to cultivation liabilities for inventory provision	—	(543)

(1) Non-GAAP Measures – Adjusted Gross Profit and adjusted EBITDA

Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is not a recognized performance measure under U.S. GAAP. The term EBITDA consists of net loss and excludes interest, taxes, depreciation, and amortization. Adjusted EBITDA also excludes other non-cash items such as changes in fair value of financial instruments (Mark-to-Market), Share-based compensation, and impairment of assets. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. The non-GAAP financials measures do not have a standardized meaning prescribed under U.S. GAAP and therefore may not be comparable to similar measures presented by other issuers. The primary purpose of using non-GAAP financial measures is to provide supplemental information that we believe may be useful to investors and to enable investors to evaluate our results in the same way we do. We also present the non-GAAP financial measures because we believe they assist investors in comparing our performance across reporting periods on a consistent basis, as well as comparing our results against the results of other companies, by excluding items that we do not believe are indicative of our core operating performance. Specifically, we use these non-GAAP measures as measures of operating performance; to prepare our annual operating budget; to allocate resources to enhance the financial performance of our business; to evaluate the effectiveness of our business strategies; to provide consistency and comparability with past financial performance; to facilitate a comparison of our results with those of other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and in communications with our board of directors concerning our financial performance. Investors should be aware, however, that not all companies define these non-GAAP measures consistently.

(1)	Adjusted Gross Profit, EBITDA and Adjusted EBITDA are non-GAAP financial measures with reconciliations provided in the tables below.

Adjusted gross margin for the three and twelve months ended December 31, 2022, and 2021 is as follows:

Charlotte’s Web Holdings, Inc.
Statement of Adjusted Gross Profit
(In Millions)

	Three Months Ended		Year Ended
	December 31,		December 31,
	(unaudited)		(audited)
U.S. $ millions	2022	2021	2022	2021

Total revenue	$18.9	$24.8	$ 74.1	$ 96.1
Cost of goods sold	29.4	$20.6	$54.7	47.5

Gross profit before inventory provision	(10.5)	$4.2	19.4	48.6
Inventory provision, net	21.5	$9.6	23.4	9.7
Adjusted gross profit	$11.0	$13.8	$42.8	$58.3
Adjusted gross margin %	58.1 %	55.4 %	57.7 %	50.6 %

Adjusted EBITDA for the three and twelve months ended December 31, 2022, and 2021 is as follows:

Charlotte’s Web Holdings, Inc.
Statement of Adjusted EBITDA
(In Thousands)

	Three Months Ended		Year Ended
	December 31,		December 31,
	(unaudited)		(audited)
U.S. $ Thousands	2022	2021	2022	2021

Net loss	$ (35,230)	$ (118,247)	$ (59,314)	$ (137,721)

Depreciation of property and equipment and amortization of intangibles	3,206	2,798	8,968	11,025
Interest (income) expense	649	(12)	580	(45)
Income tax expense	91	151	91	143
EBITDA	(31,284)	(115,310)	(49,675)	(126,598)

Stock Comp	882	970	3,567	5,482
Mark-to-market financial instruments	3,580	2,039	7,480	(9,429)
Impairment	16	98,003	1,837	98,003
Inventory Provision	21,537	5,809	23,394	9,729
Severance	766	180	1,566	2,238

Adjusted EBITDA	$ (4,503)	$ (8,309)	$ (11,831)	$ (20,575)

Certain prior year amounts in the table above have been conformed to the current year presentation in accordance with how the Company is defining the EBITDA and Adjusted EBITDA calculation at December 31, 2022

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