DJ Application for Admission - Sativa Wellness Group Inc.
Aquis Stock Exchange (AQSE) Application for Admission - Sativa Wellness Group Inc. 02-Sep-2020 / 15:00 GMT/BST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. ANNOUNCEMENT OF APPLICATION FOR ADMISSION TO THE AQSE GROWTH MARKET APPLICANT NAME: Sativa Wellness Group Inc. APPLICANT REGISTERED OFFICE, PRINCIPLE PLACE OF BUSINESS (IF DIFFERENT) AND TELEPHONE NUMBER: The Company's registered office is 503 - 905 West Pender Street, Vancouver, BC V6C 1L6, Canada and the principal place of business is The Blue Building Stubbs Lane, Beckington, Frome, Somerset, BA11 6TE, United Kingdom. Telephone: +44 (0) 20 7971 1255 DIRECTORS AND PROPOSED DIRECTORS (IF APPLICABLE): Henry Lees-Buckley: Chief Executive Officer and Director Mr. Lees-Buckley is a seasoned corporate executive, with extensive experience of leading companies in the public markets. Mr. Lees-Buckley was previously CEO of Uni-Select, a Canadian TSX quoted company, with operations in the UK, Canada and the USA. Prior to that, he was a senior global executive and officer in the USA and Canada for W.W. Grainger, a US$15 billion Fortune 500 company. He is currently a non-Executive Director of NASDAQ-quoted BMC (Building Materials Corp) which has sales of US$3.8 billion and a market capitalization of US$1.6 billion. Mr. Lees-Buckley holds an MBA from Queens University, Kingston, Ontario and has held numerous executive level positions both in North America and the United Kingdom. Joseph Colliver, Chief Financial Officer and Director Joseph is a Chartered Accountant with a track record in financial and statutory reporting, strategy, commercial finance, management consultancy and regulatory compliance. Joseph is accountable for the financial, statutory and regulatory reporting associated with a publicly listed company, and performs a Group leadership role as one of two executive board directors. Joseph has worked across the health & wellness, consumer goods, retail, marketing, market research and financial services sectors. Previously a Director of Consulting at Kantar Consulting, part of WPP Plc ("WPP") which advises Retail, Sales and Shopper clients on enhancing their commercial capability and the commercial competency of their staff. Prior to this, Joseph was CFO and a senior board member at WPP's Kantar Futures. From 2012 - 2015 Joseph was Global Commercial Director of WPP's Kantar subsidiary Taylor Nelson Sofres, a $1.8 billion turnover marketing agency. Jonathan Wearing, Chairman of the Board of Directors Jonathan is an experienced, City-based corporate financier, who began his City career after graduating from Cambridge University with a M.A. in Economics. Formally a Director in the corporate finance department of Citicorp Investment Bank Limited, Jonathan is currently an angel investor in companies. He was also Chairman of Ideagen Plc from July 2012 until April 2018 and remained a non-Executive Director until November 2019. Angus Kerr - Non-Executive Director Angus is an adviser and capital markets professional with nearly 25 years' experience in global banking with specific expertise in strategic and equity advisory, M&A and ECM. He has held, inter alia, managing director and management roles covering advisory, equity advisory and ECM at a number of organisations, including head of Mid-Market Advisory and Broking at Credit Suisse and head of UK ECM at Dresdner Kleinwort. He has a long track record of advising companies and high-profile individuals in the UK, USA and Europe. He is currently Chairman of North Berwick SA. Mark Blower, Director Mark is an experienced finance professional, having spent the last 20 years actively overseeing the financial performance of over 70 UK SME's, with a focus on raising debt and private equity. He began his career in 1996 at the Investment Banking division of a large UK bank, before joining NM Rothschild in 2000. He then ran a highly successful leveraged debt team for five years before starting his Private Equity career in 2010. During his career to-date he has held a number of board positions, across a variety of sectors. Jason Dussault, Director Jason will devote a minority of his working time to the Company in connection with his duties as a director of the Company. Jason is a man of many talents with a mind for marketing and creativity. He produced and starred in "Dussault Inc.", a reality television show that aired on City TV, and created a successful fashion brand with Gene Simmons and Criss Angel called "Dussault Apparel". Jason's professional journey has primarily been focused on mining and capital markets. His debut in the global marketplace occurred during the exploration boom in the North West Territories, which lasted for nearly two decades. However, Jason has also worked with a number of wireless, high-tech, retail and energy start-ups, and has specifically devoted his past two years on strategic minerals, focusing primarily on lithium in Nevada. Jason's unique passion for both business and art has made him an individual of great effectiveness and creativity. Jason's success in artwork include completing a mosaic team emblem for FC Barcelona, a community created pieces titled "Barker Evergreen" in association with Telus which is displayed at one of Canada's most celebrated venues, the Pacific National Exhibition. Jason is also represented by the Hoerle-Guggenheim Contemporary Art Gallery, New York and at the Maddox Gallery in Mayfair, London. Jason has previously acted as director and CEO of Pure Energy Minerals Limited and Zadar Ventures Ltd. Anne Tew, Corporate Secretary Anne is an experienced qualified Accountant, Company Secretary, and business Mentor who has worked in a range of sectors including the NHS, technology, lab research, manufacturing, farming and education to achieve business turnaround, growth and development. Anne has worked as an Executive and Non-Executive Director as well as advising board members in financial and governance matters as the Company Secretary or external consultant. APPLICANT SECTOR: Pharmaceuticals and Biotechnology DESCRIPTION OF THE APPLICANT AND ITS ACTIVITIES: Sativa Wellness (Canadian Securities Exchange: STIL), is a fully integrated European seed to consumer CBD group with the pricing, products, and stability to meet the CBD market demand in the medium term. With world-class extraction and formulation experts, an agricultural team that has over 20 years' experience farming hemp, along with laboratory testing capabilities, the group has established itself globally as a trusted source of high-grade, premium wholesale CBD brands and products. The Company is pleased to announce that it has today applied for admission of its entire issued share capital of 302,594,773 common shares, having no par value ("Common Shares") to trading on the AQSE Growth Market ("AQSE"). Admission is expected to take place on or around 16 September 2020. Admission is conditional on the Scheme of Arrangement becoming effective which is expected to take place on or around 1 September 2020, and conditional upon Sativa Wellness (name changed from Stillcanna Inc.) being readmitted to the Canadian Securities Exchange ("CSE"), pursuant to the acquisition of Sativa Group plc. The Scheme of Arrangement was entered into whereby Stillcanna Inc. acquired Sativa Group plc in an all share exchange. The acquisition becomes effective, whereby former shareholders of Sativa Group plc will become shareholders of approximately 65 per cent. and Stillcanna shareholders will become shareholders of approximately 35 per cent. including all option and warrant instruments outstanding on a fully diluted basis, of the now combined Sativa Wellness. The merger of Sativa Group and Stillcanna brings together expertise that cover all stages of the product development lifecycle, from seed through to cultivation and extraction, and now testing, bottling and distribution. For the avoidance of doubt, the Company will remain listed, with its Common Shares trading on the CSE following admission to the AQSE Growth Market. The Common Shares will continue to trade on the OTC and the FSE. The Company will have a dual listing with its Common Shares fully fungible through a Depositary Interest ("DI"). The DIs will carry the same ISIN as the Common Shares listed in Canada on the CSE. The ISIN number is CA86071P1071. Company Information Stillcanna Shares were initially admitted to trading on the TSX-V in Toronto on 2 May 2012 and were subsequently delisted on 21 September 2015 when the Stillcanna Shares were admitted to trading on the CSE. The Stillcanna Shares were subsequently quoted on the OTC Pink on 31 May 2019 and on the FSE on or around 1 March 2019. On 15 March 2019, Stillcanna changed its business from being a mining company to a life science company. The Company's common shares is expected to be admitted to trading on the Canadian Securities Exchange on or around 16 September 2020, having acquired the entire issued share capital of Sativa Group plc. Sativa, through its subsidiaries, operates five separate businesses: Goodbody Botanicals, Sativa's primary retail subsidiary which sells CBD products online and on the high street; Goodbody Wellness, Sativa's high street retail store offering and prestige CBD wellness centre brand; Tessellate Collective, a bespoke direct sales channel operated through a custom-built social marketing platform; PhytoVista Laboratories, an independent analytical hemp and CBD testing facility providing support to retailers, distributers and manufacturers by expertly testing the cannabinoid level of the hemp and CBD products they are supplying and also for contaminants; and Sativa Cultivation and Extraction, which cultivates and extracts high THC medicinal cannabis under Home Office licence for research purposes, to fulfil its research partnership with
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