Avicanna Inc., a biopharmaceutical company focused on the development, manufacturing and commercialization of organic and sustainable plant-derived cannabinoid-based products, is pleased to announce plans to build a new industrial scale 11,000 sq. ft (>1,000 square meter) cannabinoid extraction and final product manufacturing facility in a Colombian free trade zone near Santa Marta. This new facility is expected to provide for significant tax advantages and represents the third phase of the Company’s extraction strategy, building on its existing subsidiaries’ extraction and manufacturing operations in Colombia with current aggregate annual capacity of dried flower – post extraction and isolation – of approximately 100,000 kilograms.
The operation of the new facility will be conducted under a proposed new subsidiary (“Subco“), which will be 60% owned by the Company and 40% owned by Inmobiliaria Bondue S.A.S. (“Bondue“). The Company expects operations at the facility to commence in the second half of 2020.
The Company and Bondue have entered into a commercial lease agreement for space to house the facility, for an initial term of five years, located in one of Colombia’s free trade zones, which provides for significant tax advantages for activities that are conducted on the property.
Contributing to expanding Avicanna’s vertical integration strategy, the new facility will use cannabis sourced from Avicanna’s other majority owned Colombian based subsidiaries, Sativa Nativa S.A.S (“Sativa Nativa“) and Santa Marta Golden Hemp S.A.S. (“SMGH“), which are situated in Santa Marta. The extracts (active pharmaceutical ingredients) and final products produced at the facility are expected to be distributed internationally with additional tax savings.
Aras Azadian, Avicanna’s Chief Executive Officer, stated, “We near the final phase of our initial cultivation and extraction footprint and are analyzing and preparing for our future scale up with focus on efficiencies across all aspects of operations including CAPEX, OPEX, regulations and tax. This new facility’s proposed contribution to our API business, which benefits from its location in a free trade zone, makes it a fine example of Avicanna’s focus on efficiencies across all of its business units and our aim to ensure each unit, including the ones that are focused on cannabinoids as API’s, are both efficient profit centers and are competitive in a commodifying global landscape.”
Sativa Nativa and SMGH have licenses to cultivate, manufacture, extract and sell medicinal cannabis in Colombia. Sativa Nativa’s cultivation facilities include 50,000 square feet of low tech green house (shade house) and 20,000 square feet of customized high tech greenhouse space. SMGH has applied for Good Agricultural and Collection Practices (“GACP“) and organic certifications and operates cultivation facilities that include 200,000 square feet of low tech green house (shade house) space and 20,000 square feet of customized high tech greenhouse space. SMGH is currently expanding its green house operation by approximately 70,000 square feet, and Sativa Nativa is expanding its green house operation by approximately 50,000 square feet. The Company expects these expansion activities to be completed by the end of 2019.
In addition, through a joint venture with Sigma Analytical Services Inc., Avicanna is currently building a first cannabinoids-only, analytical laboratory and independent testing service in South America to meet Health Canada, European Pharmacopeia, US Pharmacopeia, and compliant to EU Good Manufacturing Practices (“GMP“) standards. This laboratory will provide a variety of large licensed producers to small scale partner farmers with a comprehensive suite of cannabis specific testing, which will include pesticides, heavy metals, residual solvents, aflatoxins, microbial, genotyping, and cannabinoid and terpene profiling. With technical transfer currently underway, the completion and launch of the laboratory services is expected to occur early in the first quarter of 2020.
In connection with the lease agreement mentioned above, Bondue, a “related party” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), is a party to the Lease Agreement and the execution thereof is considered a “related party transaction” for the purposes of MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 and the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101 as the fair market value of the transaction, insofar as it involves related parties, is not more than 25% of the Company’s market capitalization.
Avicanna is an Ontario corporation focused on the development, manufacturing and commercialization of plant-derived cannabinoid-based products through its two main business segments, cultivation and research and development.