NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
LOS ANGELES, CALIFORNIA (June 13, 2018) – BLVD Centers Corporation (“BLVD” or the “Company”) (TSXV:CXV), today announced an operational update as it further organizes for the next period of growth.
As was previously announced on May 7, 2018, the Company is looking at opportunities to potentially enter the marijuana industry. It is reviewing several options, from acquiring assets to being acquired. Of course, if there is a bid to acquire BLVD, the acquisition would be subject to shareholder approval.
“As a business with significant revenue and tremendous potential, with a presence in key states including California and Oregon, we are organized to be a great platform to enter the US marijuana market,” said non-executive Director Nitin Kaushal. “I am personally looking into how we can leverage our platform to create a great return for our shareholders through being acquired by a listed Canadian company already operating in the marijuana market. I believe there is interest in the acquisition of this business, and we will keep our shareholders updated if progress is made.”
Completion of any transaction where BLVD is acquired would be subject to a number of conditions, including but not limited to, applicable regulatory, stock exchange, director and shareholder approvals. There can be no assurance that a transaction will be agreed to or completed.
As part of pivoting toward the marijuana market, the Company has focused on maximizing cash flow and improving its balance sheet. Over the last several months, the Company has reduced its capital investments into growth measures in the traditional addiction industry and worked to eliminate services and product lines that were not generating sufficient returns. As a result, the Company expects cash to increase between its fourth quarter ending February 28, 2018 and its first quarter ending May 31, 2018. Additionally, the Company expects that top line revenue will decrease marginally.
“First, I want to acknowledge that many of our shareholders entered into this stock at prices well higher than the currently traded price,” said CEO Chris Heath. “We believe that the current market price is not reflective of the fair value of our shares and if we agree to a transaction we would expect it to value our company at materially more than its current market price. We have made that clear as we work to identify any potential interested parties. Secondly, I have focused my energies on organizing our business such that we can be an acquirer of assets if that better suits returns for our shareholders. We have made some key operational decisions that will reduce revenue but improve cash flow and our balance sheet over the coming quarters. We continue to interact with deal targets, both acquirers and potential acquisition targets in the marijuana industry with existing revenue and operations as an entry point into the marijuana industry. We will keep the market up to date on the progress of any potential transactions. Until then we are focused on operating our businesses and keeping an eye on our cash balance.”
As part of an incentive for completing a strategic transaction with a specific listed Canadian cannabis company, the Board has allocated stock options to Mr. Nitin Kaushal. The vast majority of these options will only be valid if an acquisition of BLVD is completed with this company. As part of his contribution to the transaction in general, he will receive 1,000,000 options, vesting one-third per year for three years. He will receive an additional 10,000,000 options which will only vest and become exercisable in the event BLVD merges with this specific Canadian listed company in the marijuana industry within six months. All options have a strike price of $0.05 and have a 10-year exercise provision. The Company has a 20% stock option plan, and has less than 60% of the plan issued.
In addition, the Company announced today that its board of directors has adopted an Advance Notice Policy relating to advance notice requirements for director elections to provide shareholders, directors and management of the Company with a clear framework for nominating directors of the Company in connection with any annual or special meeting of the shareholders.
The Company is committed to: (i) facilitating an orderly and efficient process for holding annual general meetings or, where the need arises, special shareholder meetings; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information with respect to all director nominees; and (iii) allowing shareholders to register an informed vote on director elections, having been afforded reasonable time for appropriate deliberation. The purpose of the Advance Notice Policy is to provide shareholders, directors and management of the Corporation with a clear framework for nomination of directors.
Pursuant to the Advance Notice Policy, shareholders seeking to nominate candidates for election as directors other than pursuant to a proposal or requisition of shareholders made in accordance with the provisions of the Business Corporations Act (British Columbia) must provide timely written notice in proper form to the Corporate Secretary of the Company. To be timely, a shareholder’s notice must be received (i) in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice by the shareholder may be received not later than the close of business on the 10th day following the date of such public announcement; and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made. The Advance Notice Policy also prescribes the proper written form for a shareholder’s notice.
The Advance Notice Policy is effective immediately and will be placed before shareholders for approval, confirmation and ratification at the next Annual and Special Meeting of Shareholders of the Company. The full text of the Advance Notice Policy is available under the Company’s profile at www.sedar.com.
Certain statements contained in this press release constitute “forward-looking information” as such term is defined in applicable Canadian securities legislation. The words “may”, “would”, “could”, “should”, “potential”, “will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions as they relate to the Company, including, the Company completing a transaction/merger with a company in the cannabis industry, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company’s current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. These factors include, without limitation: changes in law; the ability to implement business strategies and pursue business opportunities; the state of the capital markets; the availability of funds and resources to pursue operations; decline of reimbursement rates; dependence on few payors; possible new drug discoveries; a novel business model; dependence on key suppliers; granting of permits and licenses in highly regulated businesses and industries; competition; changes in healthcare regulations or insurance coverage, particularly those relating to mental health or younger citizens; difficulty integrating newly acquired businesses; the time, outcome and cost of any inquiries, audits or litigation with insurance providers, or federal, state or local regulators; low profit market segments; fluctuations in exchange rates; investing in companies or projects which have limited or no operating history and/or are engaged in activities currently considered illegal under US Federal laws; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry; general economic, market and business conditions, as well as those risk factors discussed or referred to in the Company’s disclosure documents filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
Neither 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.
BLVD Centers Corporation