Vancouver, British Columbia--(Newsfile Corp. - October 7, 2019) - Brigadier Gold Limited (TSXV: BRG.H) (the "Corporation") is pleased to provide an update on its previously announced change of business transaction (the "Proposed COB") and related investments in CBD Group Asia Limited ("CGA") and Natural Source Group Pte Limited ("NSG"). The Corporation has applied to list the common shares of the resulting issuer on the Canadian Securities Exchange (the "CSE") and has set the date of November 6, 2019 to hold a special meeting of shareholders to approve the Proposed COB and related matters, including the change of the Corporation's name to "Canrim Growth Group Inc.".
Ranjeet Sundher, the Chief Executive Officer of the Corporation commented: "We are very pleased with the progress CGA has made in establishing distribution channels for CBD products in China's significant consumer market. Early indications have shown the demand for these products is strong, which is a positive signal for the value of Canrim's investment in CGA, under which Canrim will have the ability to acquire up to 75% of CGA, and also for Canrim's ability to identify and complete additional investments in this space."
CGA and NSG Updates
CGA has entered into joint-venture arrangements with two leading North American cannabidiol ("CBD") cosmetics and skin-care manufacturers, AgraFlora Organics International Inc. ("AgraFlora") (CSE: AGRA) (OTC PINK: AGFAF) and Allied Corp. ("Allied") (OTC PINK: ALID).
AgraFlora and CGA are each 50% shareholders in Eurasia Infused Cosmetics Inc. ("Eurasia"), an entity incorporated under the laws of British Columbia for the purposes of facilitating the joint venture. The commercial relationship is governed by the terms of a distribution agreement entered into among AgraFlora, Eurasia and CGA, under which CGA and Eurasia will distribute AgraFlora's "Whole Hemp Health" products through CGA's established channels in China and Hong Kong. For more information about AgraFlora's product offering, please visit https://wholehemphealth.ca/.
CGA has also entered into a similar joint-venture arrangement with Allied. The September 2019 U.S. launch of Tactical Relief by an affiliate of Allied caught the attention of CGA's management who offered Allied the opportunity to expand its distribution into Asia. Allied and CGA intend to develop a natural health, hemp-derived CBD infused cosmetic brand for the Asian market named "Asian Life" for which the first products will be labeled with the Mandarin symbol meaning "living life alive".
In both cases, CGA will distribute the products in China initially through partner platforms, including YuShop Global, and eventually through its own propriety e-commerce platform which is expected to launch in December 2019. The platform will leverage a partnership with WeChat, whose cross-border consumers are expected to account for over 50% of total digital consumers in China by 2020. China's online retailing market, previously estimated to reach approximately US$1.7 trillion by 2020 (Goldman Sachs, 2017), is now expected to exceed that number and reach approximately US$1.94 trillion by the end of 2019, according to market research company eMarketer.
NSG has granted to the corporation an exclusive right to source CBD products through its investment partners for a percentage of revenues derived from the sale by NSG of such CBD products and brands, which will become effective upon closing of the Proposed COB. NSG is currently engaged in discussions regarding distribution of products in southwest Asia such as in Thailand where regulations are changing quickly, leading to "fully open" CBD markets in relatively little time. Much like in Canada where the opening of cannabis markets created billion-dollar opportunities almost over night, Asia appears set to experience a very similar sort of once in a lifetime economic event.
CBD Group Asia CEO James Foster remarked, "we are delighted to partner with both Allied and AgraFlora, who we specifically targeted as manufacturers of the highest quality CBD infused natural cosmetic products in North America. We look forward to using our first-mover advantage to make these joint ventures a huge success. Through China's evolving cross-border trading pilot schemes, Chinese consumers are being offered exposure to foreign branded products like never before and CGA is strategically positioned to be a leader in this exciting new market."
In connection with the Proposed COB, the Corporation will complete a non-brokered private placement offering of units ("Units") for aggregate gross proceeds of a minimum of CAD$2,000,000, with each Unit comprising one (1) common share of the Corporation and one-half (1/2) of one common share purchase warrant, for a price of $0.25 per Unit. Each whole purchase warrant will be exercisable in one common share of the resulting issuer for a price of $0.50 per common share for a period of one year.
Trading in the common shares of the Corporation will remain halted pending completion of the Proposed COB.
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Completion of the Proposed COB is subject to a number of conditions including, but not limited to, CSE acceptance and approval of the TSXV of the delisting of the Common Shares. There can be no assurance that the Proposed COB will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Proposed COB, any information released or received with respect to the Proposed COB may not be accurate or complete and should not be relied upon.
The TSXV has in no way passed upon the merits of the Proposed COB and has neither approved nor disapproved the content of this press release.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
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