World-Class Extractions - World-Class Extractions

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Vancouver, BC, October 8, 2019 – World-Class Extractions Inc. (CSE: PUMP) (FRA:WCF) (the “Company” or “World-Class”), a vertically integrated provider of advanced extraction and processing systems is pleased to announce the signing of a binding Letter of Intent (“LOI”) to establish a joint venture (the “Joint Venture”) with Canntab Therapeutics Limited (CSE:PILL.CN) (“Canntab”) to set-up, manage and operate a cannabis and hemp extraction and processing facility at Canntab’s manufacturing center in Markham, Ontario (the “Facility”).

World-Class is entering into various joint venture agreements to deploy its systems and this agreement represents the second Canadian deployment. Canntab, a leading innovator in cannabinoid and terpene blends in hard pill form for therapeutic application, is a late stage applicant under the Cannabis Act (Canada). The Facility will process high-quality cannabis and hemp oils and derivatives upon Canntab receiving its Standard Processing license from Health Canada.

World-Class and Canntab will each hold a 50% interest in the Joint Venture. The Joint Venture will generate revenue from extraction and processing of cannabis and hemp through its biomass extraction and processing services for third-party license holders (“Toll Processing”).

The Facility is expected to commence operation by the end of 2019 (pending Health Canada approval) and will initially have an extraction and processing capacity of up 220 kilos of biomass per day, which, for example, could provide approximately 18 kilos of oil  from high potency cannabis,  depending  on  the concentration levels  of  the  input  biomass.  The net  operating  income generated  from operations  of the Joint Venture will be paid to World-Class until the Systems are fully paid. Thereafter, World-  Class and Canntab will share the net profit generated in the Joint Venture 50/50.

As part of the Joint Venture, World-Class will provide equipment and systems (the “Systems”) as well as its expertise and management in the production of cannabis and hemp extracts to be used in Canntab’s solid pill and gel-capsule formulations. Under the agreement, the Systems will remain under World-Class ownership until fully paid for, at which time the Systems will become the property of the Joint Venture.

Canntab has completed the construction of the area for the Facility, and under the guidance of World- Class, Canntab and World-Class are working together to finalize the installation plan of the Systems to set-up and deploy the Facility. Deployment of the Systems commence in October 2019, and include two (2) second generation BOSS CO2 Extraction Systems (the “BOSS”), along with all other required processing equipment, from the preparation of biomass to the final refinement of oil, including remediation equipment to clean and remove undesirable elements from the oil.

“We are excited to announce this strategic Joint Venture with Canntab and we are pleased that Canntab places their trust in our technology, people and our breadth of knowledge and experience in the cannabis and hemp extraction and processing space,” states Rosy Mondin, CEO of World-Class. “We look forward to supporting Canntab’s growth as a global leader of research and production of hard-pill oral dosage therapeutic cannabis product forms. Our World-Class team has spent the last half-decade concentrating on R&D to bring leading technology and solutions to cannabis and hemp oil extraction. The Joint Venture will receive recurring revenue through its Toll Processing services and will increase World-Class’ market presence. Joint venture partnerships, such as the ones with FV Pharma Inc. and Canntab, are key to the growth and success of World-Class.”

“The availability of supply and unsustainable pricing within the extraction marketplace is a concern,” said Jeff Renwick, Co-Founder and CEO of Canntab. Mr. Renwick continues, “having the BOSS and World-Class’ expertise will give Canntab the ability to control its own destiny by securing an ongoing supply for its manufacturing operations, where required. Multiple separation technologies including chromatography will also allow Canntab to separate the various cannabinoids and terpenoids, in order to diversify and expand its portfolio of cannabis based solid oral dosage forms. With these elements, such as CBN and CBG, Canntab will be able to do further research into promising formulations that may approach a range of medical conditions.”

The BOSS provides proprietary systems and methods for producing cannabis extracts. Its technology performs sub-critical and super-critical CO2 extraction; combines proprietary max flow technology with advanced thermodynamics, automated features, exclusive plug and play design with a CIP (Clean-in- Place) system. The BOSS can process up to 110 kg per day, providing cannabis and hemp license holders with access to cost-efficient technology to extract oil to produce value-added products.

About World-Class

World Class Extractions Inc. develops industrial grade extraction and processing systems for cannabis and hemp and is establishing extraction and processing facilities through strategic joint venture relationships. World-Class is commercializing its processes, providing cost-effective and at-scale production to produce high margin, high-quality cannabis oils and premium refined oil products. World-Class operates through two wholly owned subsidiaries: Soma Labs Scientific Ltd. and Greenmantle Products Ltd.

About Canntab Therapeutics

Canntab Therapeutics Ltd. is a Canadian company engaged in the research and development of advanced, pharmaceutical-grade formulations of cannabinoids and terpenes. In doing so, Canntab has developed a suite of precision oral dose products that are unavailable elsewhere in the marketplace, formulated in multiple doses and time release combinations. Canntab’s proprietary hard pill cannabinoid formulations will provide doctors, patients and the general consumer with a medical grade solution with all the features you would expect from any prescription or over the counter medication. Canntab can produce these unique products with relatively minimal capital expenditure requirements therefore positioning the Company to maintain high gross profit margins due to its extensive inventory of machinery and equipment.

Investor Contact

Christina Rao & Daniel Mogil
World-Class Investor Relations
1-604-723-7480
ir@worldclassextractions.com

Cautionary Note Regarding Forward-Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial  known and unknown risks and uncertainties, certain of which are beyond the control of the Company. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Forward looking statements include, but are not limited to, the anticipated closing of any acquisitions by the Company, the  continued growth and expansion of the Company’s operations, and the receipt of regulatory approvals, including the approval of the CSE. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for    the adequacy or accuracy of this release.


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TORONTO, October 1, 2019 (NEWSWIRE) – World-Class Extractions Inc. (“World-Class” or the “Company”) (CSE: PUMP) (FRA:WCF) is pleased to report the financial and operating results for its first quarter ended July 31, 2019.

First quarter highlights (unaudited):

Financial

  • The Company had cash (available and restricted) at July 31, 2019 of $13,901,616
    (April 30, 2019 – $16,002,152) to settle current liabilities of $1,474,093 (April 30, 2019 – $325,281).
  • Net Total Asset position as at July 31, 2019 is $51,358,368.
  • The net loss and comprehensive loss for the three months ended July 31, 2019 was $4,222,132 as compared to July 31, 2018 of $286,880). The increased loss for the quarter includes sales revenue of $167,802; cost of sales of $69,074; acquisition fees of $982,675; amortization expense of $702,611; consulting fees of $262,773; development and research of $254,258; professional fees of $359,549; management fees of $54,500; remuneration and benefits of $237,519; share-based payments of $993,135; and travel expenses of $365,734.
  • Revenue of $167,802 for the quarter ended July 31, 2019 compared to nil revenue for the quarter ended April 30, 2019. Gross margin for the quarter ended July 31, 2019 was 59%.
  • Operating activities generated a net cash outflow of $1,883,725. The increased use of cash is primarily attributable to marketing to attract new customers, research and development of current potential new product lines, purchasing of inventory and increase in staffing all related to an expected further expansion of the Company’s revenue.

Corporate

  • After completing a $23 million financing, World-Class completed a merger transaction with Quadron Cannatech Corporation (“Quadron”). Management believes the synergy with Quadron is optimal as the Company continues to develop industrial grade extraction and processing systems for cannabis and hemp.  World-Class is commercializing its processes by providing cost-effective and at-scale production to produce high margin, high-quality extracts, premium derivative products, and consumer brands.
  • Entered into a hemp supply agreement with certain suppliers to purchase hemp crop at an agreed price and share in the proceeds.
  • Announced a Revenue Collaboration Agreement with Parity Partners PBC (“Parity”), whereby Parity sources appropriate locations in the United States to locate the Company’s extraction and processing systems.

Subsequent to July 31, 2019:

Certification

  • Obtained additional provincial CRN pressure-vessel certification for its proprietary, automated, next-generation BOSS CO2 Extraction System. The BOSS CO2 Extraction System is now officially certified in British Columbia, Alberta and Ontario.

Joint Venture with FV Pharma Inc.

  • Entered into an agreement with FV Pharma Inc. to establish a Joint Venture to develop, manage and operate a large capacity extraction and processing facility for cannabis and hemp in Cobourg, Ontario (the “Facility”). The agreement amends, supersedes, and replaces in its entirety, the Collaboration and License Agreement dated November 23, 2018 between World-Class and FV Pharma Inc.
  • The Facility will be deployed in multiple phases to satisfy the increasing market demand as the legal recreational market for cannabis extracts and extract-based products rapidly approaches.
  • The Joint Venture is entering into a 5-year lease agreement with an additional 5-year renewal option with FV Pharma Inc. The lease (and initial phase of production), is scheduled to commence December 1, 2019 which contains provisions for the expansion of the Facility.
  • During the initial phase, World-Class, through its wholly-owned subsidiary Soma Labs Scientific Inc. (“Soma Labs”), will deploy several BOSS CO2 Extraction Systems as well as the BEAST Ethanol Extraction System, along with all the ancillary equipment required for the preparation of the biomass, as well as refining and distillation processes.
  • As part of the Joint Venture, FV Pharma Inc. will provide its Standard Processing license under the Cannabis Act (Canada), which it received in February 2019.
  • With ample room to expand, the Facility will initially have an extraction and processing capacity of up 5,000 pounds of biomass per day. As market demand increases, additional equipment will be deployed by the Joint Venture to accommodate the extraction and processing of up to 75,000 pounds per day.
  • The Joint Venture is expected to provide revenue growth through processing material for FV Pharma Inc. as well as additional revenue growth through partnership opportunities as the processing center can perform toll processing extraction for third-party license holders utilizing FV Pharma Inc’s processing license. The Joint Venture marks a significant milestone for World-Class in preparation for the legalization of recreational cannabis extracts, edibles and topical products which will be available to consumers in upcoming months.

Following the execution of Definitive Agreements, the parties will each have a 50% interest in the Joint Venture.

About World-Class

World-Class develops industrial grade extraction and processing systems for cannabis and hemp and is establishing extraction and processing facilities through strategic joint ventures.  World-Class is commercializing its processes by providing cost-effective and at-scale production to produce high margin, high-quality extracts, premium derivative products, and consumer brands.  World-Class operates through two wholly-owned subsidiaries: Soma Labs Scientific Ltd. and Greenmantle Products Ltd.

Investor Contact

Christina Rao & Daniel Mogil
World-Class Investor Relations
1-604-723-7480
ir@worldclassextractions.com

Cautionary Note Regarding Forward-Looking Statements

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of the Company. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Forward-looking statements include, but are not limited to, the anticipated closing of any acquisitions by the Company, the continued growth and expansion of the Company’s operations, and the receipt of regulatory approvals, including the approval of the CSE. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.


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September 25, 2019by World-Class Extractions

TORONTO, September 25, 2019 (NEWSWIRE) – World-Class Extractions Inc. (“World-Class”) (CSE: PUMP) (FRA:WCF) announces its first multi-year joint venture agreement (the “Joint Venture”) with FV Pharma Inc. (CSE:HUGE) (OTCQB:FSDDF) (FRA:0K9), a wholly owned subsidiary of FSD Pharma Inc. (“FSD”).  Under the direction of FV Pharma, World-Class will setup and manage the operations of “Cobra”, a large capacity extraction and processing facility in Cobourg, Ontario, owned by FSD Pharma (the “Facility”) to extract various cannabinoids and other valuable elements from cannabis and hemp plants.

The Facility will be deployed in multiple phases to satisfy the increasing market demand as the legal recreational market for cannabis extracts and extract-based products rapidly approaches. World Class and FSD each have a 50% interest in the Joint Venture. The initial phase, which is scheduled to commence production in December 2019, is comprised of several BOSS CO2 Extraction Systems as well as WCE’s BEAST Ethanol Extraction System, along with all the ancillary equipment required for the preparation of the biomass, as well as refining and distillation processes.  With ample room to expand, the Facility will initially have an extraction and processing capacity of up 5,000 pounds of biomass per day. As market demand increases, additional equipment will be deployed to accommodate the extraction and processing of up to 75,000 pounds per day.

The 620,000 sq.ft. facility, formerly Kraft Canada’s production facility, is located about a one hour drive from Toronto.  Equipped with numerous on-site resources, the Facility was built with logistical advantages, making the property a favourable location for third-party toll processing contracts.  The Joint Venture will provide World-Class ongoing revenue.

This announcement marks a significant milestone for World-Class as the first multi-year joint venture agreement in preparation for the legalization of recreational cannabis extracts, edibles and topical products which will be available to consumers in upcoming months.  This agreement positions World-Class to quickly scale an operation as the BOSS CO2 Extraction System is delivered from Soma Labs Scientific pre-assembled.

Rosy Mondin CEO of World-Class stated, “World-Class is thrilled to be the official extractor of FV Pharma, while opening up our processing operations to other Canadian producers.  The toll processing model is economical as license holders can create valued added cannabis oil derivative products under their corporate brand(s) without major expenditures on in-house extraction machinery or requiring a processing license.  This milestone is incredibly significant as World Class is now ready to accept new tolling contracts and officially begin to generate revenue in the near term.”

Raza Bokhari, MD, Executive Co-Chairman and CEO of FSD Pharma stated, “This is an important development for FSD Pharma, allowing FSD and World-Class to establish a processing center for on-site extraction of oil-based products and extracts at our Facility in Cobourg in 2019.  Using FV Pharma’s processing license, the Joint Venture can begin processing once the Boss Extraction Systems are installed and our agreement is finalized.  This Joint Venture provides us with additional revenue opportunities as we process our pharmaceutical-grade cannabis flower into high-quality oil-based products to meet the increasing demand for such products in the medicinal space.”

About World-Class

World-Class Extractions provides scalable extraction and processing solutions for the cannabis and hemp industries through two wholly-owned subsidiaries – Soma Labs Scientific and Greenmantle Products.  World-Class develops advanced technology and processes for streamlined cannabis extraction, formulation and product development.  World-Class is set to become an international leader and developer of industrial scale extraction and processing systems to produce high margin, quality cannabis products and premium consumer brands – from Green to Gold.

About FSD Pharma

FSD Pharma is focused on the research and development of novel cannabinoid-based treatments for several central nervous system disorders including chronic pain, fibromyalgia and irritable bowel syndrome, and on the development of the highest quality indoor grown, pharmaceutical-grade cannabis. The Company is licensed to cultivate cannabis in approximately 25,000 square feet.

FSD’s wholly-owned subsidiary, FV Pharma, is a licensed producer under the Cannabis Act and Regulations, having received its cultivation license on October 13, 2017 and its full Sale for Medical Purposes license on June 21, 2019. FV Pharma intends to cover all aspects of the cannabis industry, including cultivation, legal, processing, manufacturing, extracts and research and development.

Investor Contact – World Class

Christina Rao & Daniel Mogil
World Class Investor Relations
1-604-723-7480
ir@worldclassextractions.com

Cautionary Note Regarding Forward-Looking Statements:

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of the Company. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Forward looking statements include, but are not limited to, the anticipated closing of any acquisitions by the Company, the continued growth and expansion of the Company’s operations, and the receipt of regulatory approvals, including the approval of the CSE. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.


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September 24, 2019by World-Class Extractions

Vancouver, British Columbia, September 24, 2019 – World-Class Extractions Inc. (“World-Class”) (CSE: PUMP) (FRA:WCF) announces that it has obtained additional provincial CRN pressure-vessel certification for its proprietary, automated, next-generation “BOSS” CO2 Extraction System.  The BOSS is now officially certified in British Columbia, Alberta and Ontario.

As the legal recreational market for cannabis extracts and extract-based products is rapidly approaching, equipment and processes to service this market is already in high demand.  As the industry prepares for the legalization and regulation of this new class of cannabis products, World-Class is entering this sector by providing highly specialized and certified equipment and production environments for this growing sector of the cannabis industry.

Extraction systems are a critical component in cannabis oil production, and CO2 is a popular extraction method for cannabis. Although ‘generally considered as safe’, CO2 extraction systems run at very high pressures.  As such, proper certified equipment (which is rated and tested) is critical for the commercial cannabis extraction and processing sector.  In Canada, all vessels, fittings and piping systems must be built under appropriate quality control programs, and when accredited, are assigned a Canadian Registration Number (CRN). Equipment must be registered and certified in each and every province in which the equipment will operate, ensuring the safety of the equipment, the workplace, and the community.

Rosy Mondin, CEO of World-Class stated: “Although provincial regulatory authorities oversee the certification of pressure retaining equipment and its components, not all extraction and processing systems in operation are certified to do what they are advertised to do.  In such circumstances, producers are finding that upgrade costs to meet certification standards are in the hundreds of thousands of dollars.”  Ms. Mondin continued: “Our equipment undergoes multiple reviews by technical professionals and engineers before being released to the public. With the additional provincial certification of our flagship BOSS CO2 Extraction System, World-Class is well-positioned to service the rapidly growing needs for extraction and processing, particularly with the upcoming legalization of cannabis extracts, edibles and topical products.  Execution of our business plan continues to be our focus.  A key part of our strategy is deploying our innovative and efficient extraction equipment and processing systems in our joint venture partnership facilities as World-Class prepares to enter this space.”

ISO Certification Project

World-Class has also officially commenced the process for the internationally recognized ISO 9001:2015 Quality Management System for its wholly-owned Soma Labs Scientific manufacturing facility in Langley, British Columbia. This ISO system defines product standards, quality assurance, and ultimately consumer safety on an international level.

The BOSS Supercritical Extraction System

The BOSS is among the top scalable solutions in the industry with premium fabrication and integrated safety features (ASME, CRN, CUL, CSA, UL certification and HAZOP verified). The BOSS is simple to set-up and operate.  It is designed with the highest safety-standards, industry first Clean-in-Place, and requires only a fraction of the space and energy in comparison to other systems on the market.  The BOSS can extract up to 200 lbs of dry biomass per day:

  • Premium fabrication – Food grade stainless steel
  • Integrated Safety features – HAZOP verified safety features
  • ASME certified for US pressure code requirements
  • CRN certified for Canadian pressure code requirements
  • CUL and CSA certified for Canadian electrical requirements
  • UL certified for US electrical requirement
  • Hazard and Operability Study (HAZOP) – A systematic process to identify potential hazards and operability problems

The BOSS CO2 Extraction system has also received significant upgrades, leading to considerably increased reliability, speed, and performance. The BOSS system is designed with industry needs in mind to simplify the extraction process with automation and data analytics, reduced costs and increased profit margins for extract production.

About World-Class

World Class Extractions provides scalable extraction and processing solutions for the cannabis and hemp industries through two wholly-owned subsidiaries – Soma Labs Scientific and Greenmantle Products.  World-Class develops advanced technology and processes for streamlined cannabis extraction, formulation and product development.  World-Class is set to become an international leader and developer of industrial scale extraction and processing systems to produce high margin, quality cannabis products and premium consumer brands – from Green to Gold.

Investor Contact

Christina Rao & Daniel Mogil

World Class Investor Relations

1-604-723-7480

ir@worldclassextractions.com

Cautionary Note Regarding Forward-Looking Statements:

The CSE does not accept responsibility for the adequacy or accuracy of this release. Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of the Company. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Forward looking statements include, but are not limited to, the anticipated closing of any acquisitions by the Company, the continued growth and expansion of the Company’s operations, and the receipt of regulatory approvals, including the approval of the CSE. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.


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TORONTO, June 25, 2019 (GLOBE NEWSWIRE) — World Class Extractions Inc. (the “Company” or “World Class”) (CSE: PUMP) is pleased to announce that, effective immediately, it has appointed Anthony Durkacz as Chair of the Board of Directors. Mr. Durkacz was recently appointed to the Company’s Board of Directors in conjunction with its recent merger with Quadron Cannatech Corporation.

Mr. Durkacz is currently the Co-Chair and a Director of FSD Pharma Inc. (CSE: HUGE) and has been a Director and Executive Vice President of First Republic Capital Corp. (“First Republic”) since January 2014. First Republic acted as lead finder in several of the Company’s prior private placement financings, and has raised in excess of $25,000,000 on behalf of the Company to date. Mr. Durkacz holds an Honours Bachelor of Business Administration from Brock University with a major in both Accounting and Finance. He has vast experience in financing, mergers and acquisitions and structuring micro-cap companies to go public. “I am honoured to be selected as the Chairman of the Board and look forward to getting to work with other board members and management to build shareholder value. We are in a most exciting growth phase in the hemp and cannabis extraction industries globally especially in America, Canada and Europe. With the significant previously stated extraction capacity we expect to have later this year, I look forward to assisting management in signing contracts and agreements to produce and sell large scale quantities of high quality CBD and other Cannabinoids with our leading edge extraction technology.” stated Mr. Durkacz.

Forward-Looking Statements

Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward- looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.


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TORONTO and VANCOUVER, British Columbia, June 17, 2019 (GLOBE NEWSWIRE) — World Class Extractions Inc. (“World Class”) (CSE: PUMP) and Quadron Cannatech Corporation (“Quadron”) (CSE: QCC) are pleased to announce that that they have completed their previously announced plan of arrangement (the “Arrangement”) under the provisions of the Business Corporations Act (British Columbia), pursuant to which World Class has acquired all of the common shares of Quadron (the “Quadron Shares”) following Quadron’s amalgamation with World Class’s wholly-owned subsidiary, 1212476 B.C. LTD., to form a new wholly-owned subsidiary of World Class continuing as “Quadron Cannatech Corporation” (“Amalco”).

“The merger of Quadron Cannatech with World Class Extractions accelerates the pace and effectively increases progress towards our strategic goals of becoming the world’s largest extraction company in terms of capacity,” said Rosy Mondin, the new Chief Executive Officer of World Class. “The reconstituted management and board have diverse and strategically-relevant backgrounds to address the global opportunities arising in the cannabis and hemp industries.”

Under the terms of the Arrangement, each former Quadron shareholder is now entitled to receive two common shares of World Class (“World Class Shares”), for each Quadron Share held prior to the Arrangement (the “Consideration”). In addition, options and warrants to purchase Quadron Shares will continue to remain outstanding as options and warrants of Amalco, which, upon exercise, will entitle the holders to receive the Consideration that such holders would have been entitled to be issued if, prior to the closing date of the Arrangement, such holders had exercised their options or warrants. It is anticipated that the Quadron Shares will be delisted from the Canadian Securities Exchange (“CSE“) as of the close of trading on June 17, 2019.

Pursuant to the letter of transmittal mailed to Quadron shareholders as part of the material in connection with the special meeting of Quadron shareholders held on June 7, 2019 (the “Meeting”), in order to receive the Consideration to which they are entitled, registered holders of Quadron Shares will be required to deposit their share certificate(s) representing Quadron Shares, together with a duly completed letter of transmittal, with Capital Transfer Agency, ULC, the depositary under the Arrangement. Shareholders whose Quadron Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should contact their nominee with questions regarding the receipt of the Consideration.

Management and Board Changes

Upon completion of the Arrangement, the board of World Class was reconstituted to consist of Rosy Mondin, Chand Jagpal, Anthony Durkacz, Dr. Raza Bokhari and Donal Carroll. Ms. Mondin and Mr. Jagpal were nominees of Quadron, Mr. Durkacz and Dr. Bokhari were nominees of World Class, and Mr. Carroll was a joint nominee of World Class and Quadron. In addition, Ms. Mondin was appointed Chief Executive Officer, Leo Chamberland was appointed President and Zara Kanji was appointed Chief Financial Officer of World Class, while Michael McCombie resigned as Chief Executive Officer and Donal Carroll resigned as Chief Financial Officer of World Class.

Advisors

M Partners Inc. provided a fairness opinion to the Board of Directors of Quadron that the Arrangement is fair, from a financial point of view. First Republic Capital Corporation (“First Republic”) acted as financial advisor to World Class. In addition to other fees and expenses payable to First Republic, World Class paid a success fee (the “Success Fee”) to First Republic and Canaccord Genuity Corp. equal to, respectively, approximately 2.73% and 0.77% of the aggregate fair market value of the World Class Shares issuable by World Class to Quadron’s shareholders, payable in World Class Shares.

About World Class Extractions

World Class is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. World Class intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, World Class’ results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. World Class can save its clients floor space, utility drying costs, equipment and processing labour costs.

For more information, visit: www.wcextractions.com.

About Quadron

Quadron, through its wholly owned subsidiaries, provides turn-key extraction and processing solutions for the cannabis industry including proprietary industrial grade equipment, custom build processing facilities, ancillary products, and scientific services. Quadron delivers streamlined, costeffective and innovative solutions to help licensed growers, producers and processors develop market ready products all to achieve quicker ROI.

For more information, visit: www.quadroncannatech.com.

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements: This news release includes statements containing forward-looking information regarding World Class and Quadron and their respective businesses. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, and include statements in this press release concerning the expected timing by which Quadron will be de-listed from the CSE, and our expectations of the benefits associated with combination of World Class and Quadron. Such statements are based on the current expectations of the management of World Class and Quadron. Such forward-looking events and circumstances may not occur when anticipated or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting World Class or Quadron, including risks regarding the cannabis industry, economic factors, the equity markets generally, risks associated with growth and competition and those risk factors referred to in the management information circular of Quadron prepared in connection with the Meeting. Although World Class and Quadron have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in this news release, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information cannot be guaranteed. Except as required by applicable securities laws, statements in this news release containing forward-looking information speak only as of the date on which they are made and World Class and Quadron undertake no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.

 


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Toronto, Ontario–(Newsfile Corp. – June 10, 2019) – World Class Extractions Inc. (CSE: PUMP) (“World Class“) and Quadron Cannatech Corporation (“Quadron“) (CSE: QCC) are pleased to announce that, at the special meeting of the shareholders of Quadron held on June 7, 2019 (the “Meeting“), the shareholders of Quadron voted in favour of a special resolution to approve the proposed transaction, pursuant to which, among other things, World Class will acquire all of the issued and outstanding shares of Quadron, by way of a court-approved plan of arrangement (the “Arrangement“) as previously announced on April 16, 2019.

The Arrangement required approval by (i) at least two-thirds of the votes cast by holders (“Quadron Shareholders“) of common shares in the capital of Quadron (“Quadron Shares“) present in person or by proxy at the Meeting, and (ii) a majority of the votes cast excluding the votes of Quadron Shares held or controlled by “interested parties” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. At the Meeting, the Arrangement was approved by (i) 99.97% of the votes cast by all of the Quadron Shareholders eligible to vote at the Meeting, and (ii) 99.96% of the votes cast by all of the Quadron Shareholders eligible to vote at the Meeting excluding votes of Quadron Shares held or controlled by interested parties. Approximately 37% of the total issued and outstandring Quadron Shares were voted in person or proxy at the Meeting.

It is expected that Quadron will apply for a final order of the Supreme Court of British Columbia in respect of the Arrangement on June 11, 2019. Completion of the Arrangement remains subject to customary closing conditions, which are set out in the Arrangement Agreement, a copy of which can be found on the SEDAR profiles of World Class and Quadron at www.sedar.com. Assuming that the conditions to closing of the Arrangement are satisfied or waived, it is expected that the Arrangement will be completed on or before June 17, 2019. Further information about the Arrangement is set forth in the materials prepared by Quadron in respect of the Meeting, which were mailed to Quadron Shareholders and filed under Quadron’s profile on SEDAR at www.sedar.com.

World Class Options

World Class is also pleased to announce the grant of 300,000 incentive stock options to a business consultant. The stock options entitle the holder thereof to acquire one common share of World Class at a price of $0.17 per share for a period of two years.

About World Class

World Class is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, World Class’ results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. World Class can save its clients floor space, utility drying costs, equipment and processing labour costs.

For more information, visit: www.wcextractions.com.

On behalf of the Board of Directors of
WORLD CLASS EXTRACTIONS INC.

Michael McCombie
Chief Executive Officer
mike@wcextractions.com

About Quadron

Quadron, through its wholly owned subsidiaries, provides turn-key extraction and processing solutions for the cannabis industry including proprietary industrial grade equipment, custom build processing facilities, ancillary products, and scientific services. Quadron delivers streamlined, costeffective and innovative solutions to help licensed growers, producers and processors develop market ready products all to achieve quicker ROI.

For more information, visit: www.quadroncannatech.com.

On behalf of the Board of Directors of
QUADRON CANNATECH CORPORATION

Rosy Mondin
Chief Executive Officer
rosy@quadroncannatech.com

Investor Relations Contact:

KIN Communications Inc.
Caleb Jeffries, VP, Investor Relations
1-866-684-6730
QCC@kincommunications.com

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements: Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward looking statements in this news release include, but are not limited to, statements with respect to the timing for the completion of the Arrangement and the satisfaction of closing conditions. There can be no assurance that the Arrangement will be completed. Forward looking statements are based on certain assumptions. While Quadron and World Class consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Readers are cautioned not to place undue reliance on forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/45457


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Toronto, ON; May 20, 2019 – World Class Extractions Inc. (“World Class”) (CSE: PUMP) (FRA:WCF) is pleased to announce that its acquisition target Quadron Cannatech Corporation (the “Company” or “Quadron”) (CSE: QCC), will begin to take reservations to toll process hemp or cannabis with the “BIG BEAST”, a fully automated, touch screen control continuous flow Ethanol Extractor System. The “BIG BEAST is the latest addition to the BEAST family of extractors, with estimated processing capacity of up to 20,000 kg of biomass per day – over 5,000,000 kg of biomass annually.

The BIG BEAST will be in production later this year following extensive innovative engineering which anticipates extracting and processing industrical scale of biomass for the hemp and cannabis industry.

Some Key BEAST Advantages:

  • Compliant with GPP (Good Production Practices) and GMP (Good Manufacturing Practice)
  • Advanced propreitary biomass cooling with ERS (Energy Recovery Exchange)
  • Continuous flow extraction with inline solvent recovery and surge storage
  • Equipped with proprietary “Crossflow” ethanol maximizer to operate within daily NFPA (National Fire Protection Association) ethanol limits
  • Advanced filtration stacks

The BEAST family of extractors compliments Quadron Cannatech’s portfolio of the “BOSS” line of extraction systems – the next generation co-solvent cannabis and hemp extraction systems that were built to simplify extraction with the benefits of automation and data analytics; as well as the Company’s Mobile Extraction Module – a state-of-the-art self-contained and fully portable extraction and processing laboratory.  The Company is also preparing several additional machines with novel inhouse technology for the cannabis industry, including:  a biomass dehydration system, a preparation and grinding unit, as well as an advanced filtration system.

Rosy Mondin, CEO of Quadron commented, “We are excited about the development of the BIG BEAST, the first of its kind in North America.  The BIG BEAST is a high efficiency ethanol extraction system which represents the end result of extensive research and development.  The BEAST extractors should have the capability of providing farmers and licensed participants the ability to process extraordinary amounts of biomass per day.”

“We are excited by Quadron’s latest technological advancement towards developing a high efficiency, low cost extraction solution for the hemp and cannabis markets,” said Michael McCombie, CEO of World Class Extractions. “This latest development allows WCE  to focus on large scale extraction and supply of CBD derived from hemp in the United States.”

The Company will deploy the BEAST later this year in selected US states and Canada.  Interested parties are encouraged to contact the Company directly for more information.

About World Class Extractions

World Class is a Canadian based developer of an innovative, large scale extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, World Class’ results produce higher yields and better quality full spectrum crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. World Class can save its clients floor space, utility drying costs, equipment and processing labour costs.

For more information, visit: www.wcextractions.com.

On behalf of the Board of Directors of
WORLD CLASS EXTRACTIONS INC.

Michael McCombie
Chief Executive Officer
mike@wcextractions.com

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements: Certain disclosures in this release constitute forward-looking statements. In making the forward-looking statements in this release, the parties have applied certain factors and assumptions that are based on the parties’ current beliefs as well as assumptions made by and information currently available to the parties. Although the parties consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. The parties do not intend, and expressly disclaims any intention or 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. 


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TORONTO, May 16, 2019 (GLOBE NEWSWIRE) — World Class Extractions Inc. (CSE: PUMP) (FRA: WCF) (the “Company” or “World Class”) is pleased to announce it has entered into a Service Agreement with Deveron UAS Corp. (CSE:DVR) (“Deveron”) whereby Deveron will provide drone data and soil sampling services to World Class and its affiliate farmers focused on hemp production in the United States and Canada, providing an opportunity to increase yields and reduce costs.

Deveron has worked with leading agricultural companies to bring data acquisition and analytics to broad acre farmland. The company is integrated with leading farm platforms, like Bayer Crop Science’s Climate FieldView and John Deere’s MyJohnDeere data management systems. The expansion into hemp data analytics is a natural extension to the current data insights it provides to leading farmers in North America that grow corn, soybean, wheat and canola.

Deveron is an industry leading agriculture technology company focused on data acquisition and analytics that drive increased yields and reduced costs. The two companies will be bringing best-in class data acquisition tools for hemp growers that include drone data and soil data. On top of data acquisition, the company will be working with World Class and its farmer partners to deliver digital records and analytics that will help with benchmarking the hemp production process, traceability and other best management practices.

“Farming hemp requires proper planning, preparation and execution and we want to make sure our partner farmers have access to the best technology to assist them. The high value of hemp crops today makes the data Deveron collects even more valuable than for traditional row crops and will help our farming partners make better informed decisions on the field,” said Michael McCombie, CEO of World Class. “Deveron has a large network of agronomists and drone pilots throughout Canada and the United States, leveraging their technology and personnel spanning such large service areas will provide great value to our farmers as we build our network of processing facilities.”

“We are extremely excited to be expanding our digital product solution to the customers of World Class,” said David MacMilllan, President and CEO of Deveron. “On the data acquisition side, we see considerable scale and opportunities in supporting higher margin crop. Additionally, given our leading data insights algorithms with large growers in Canada and the United States, we believe we are uniquely positioned to provide the most informative data insights available to farmers thinking about changing their production from traditional row crops to hemp.”

About World Class

World Class is a Canadian based developer of an innovative, large scale extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, World Class’ results produce higher yields and better quality full spectrum crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. World Class can save its clients floor space, utility drying costs, equipment and processing labour costs.

For more information, visit: www.wcextractions.com.

On behalf of the Board of Directors of
WORLD CLASS EXTRACTIONS INC.

Michael McCombie
Chief Executive Officer
mike@wcextractions.com

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements: Certain disclosures in this release constitute forward-looking statements. In making the forward-looking statements in this release, the parties have applied certain factors and assumptions that are based on the parties’ current beliefs as well as assumptions made by and information currently available to the parties. Although the parties consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. The parties do not intend, and expressly disclaims any intention or 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. 


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TORONTO, May 02, 2019 (GLOBE NEWSWIRE) — World Class Extractions Inc. (CSE: PUMP) (“World Class” or the “Company”) would like to congratulate Quadron Cannatech Corporation (“Quadron”) on its introduction of the Big BOSS, the latest model of Quadron’s automated, next generation hemp and cannabis extraction system. According to Quadron’s press release dated May 1, 2019, the Big BOSS provides the same advantages as the distinguished BOSS, but with significantly larger processing capabilities. The Big Boss is capable of processing up to 3,000 lb biomass per day, which translates to 66,000 lbs biomass processing per month (based on operating the Big BOSS 5 days per week), and nearly 800,000 lbs biomass processing per year.

World Class and Quadron have signed an arrangement agreement which, subject to satisfaction of all required conditions, would result in the merger of the two entities (the “Arrangement”). “The introduction of the Big BOSS reflects Quadron’s ongoing commitment to leveraging its technical expertise and creating value for shareholders. World Class is extremely excited to complete its previously-announced merger with Quadron, a like-minded company, and work together to become a global leader in in the emerging, and rapidly growing, cannabis oils market,” said Michael McCombie, Chief Executive Officer of World Class.

World Class is also pleased to announce that it has granted 5,000,000 stock options (the “Options”) each to two officers of Quadron who will become officers of World Class post-Arrangement. The Options are subject to a vesting schedule, with 1,250,000 Options vesting on the date the Company and Quadron complete the Arrangement, and the balance of the Options vesting in increments of 1,250,000 Options every 6 months thereafter. The Options will be exercisable post-Arrangement for a period of three years at an exercise price of $0.21 per Option. However, if the Arrangement is not completed by July 1, 2019, then the Options will expire. The Options and underlying common shares are subject to a four-month hold period in accordance with the policies of the Canadian Securities Exchange.

About World Class Extractions Inc.

The Company is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, the Company’s results produce higher yields and better-quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. The Company can save its clients floor space, utility drying costs, equipment and processing labour costs.

For further information please contact:

Michael McCombie
Chief Executive Officer
Email: mike@wcextractions.com

Forward-Looking Statements

Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward-looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.


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TORONTO, April 22nd, 2019 (motherlodetv.net) – Anthony Durkacz has a unique perspective on Canada’s emerging cannabis industry. Through his First Republic Capital, he has financed FSD Pharma (C.HUGE), Canntab Therapeutics (C.PILL), Cannara Biotech (C.LOVE) and, now, World-Class Extractions (C.PUMP). In each case Durkacz has been looking for business models which go well beyond the simple cultivation of cannabis.

“A lot of people were counting on the end of prohibition to lead to a boom,” said Durkacz. “However, for the licenced product, the recreational market missed expectations. It really didn’t set a precedent for success. In fact, one brokerage is reporting that recreational sales actually shrank between January and February.”

Those following the cannabis story are not surprised. The federal government, through Health Canada, has been very slow on the licencing front and this has led to shortages of licenced cannabis. The fact that edibles – which make up nearly 50% of the cannabis market in the US – are not even legal as yet in Canada has also hurt the regulated market. Plus, the price and quality of what is being referred to as “government pot” are not meeting customer expectations. Add to that the federal government’s prohibition of any sort of “branding” and the reluctance of police forces to shut down grey and black market pot operations and it is no wonder that the Canadian recreational cannabis sector is off to a slow start.

“All of this has led to an industry rethink,” said Durkacz. “Now you have to focus on margin. The price of cannabis will go down so you need to really pay attention to generating the highest revenue and focus on costs.”

In all of Durkacz’s cannabis ventures, there is an emphasis on adding top line value and scale.

“You’ll have boutique growers. The equivalent of fine wine,” said Durkacz. “But what about box wine?”

Getting the product mix right and, most importantly, being able to scale has driven companies like FSD Pharma. “Our theory is that you have to go big and you have to have consistent above average quality.”

It is a theory which has also driven World-Class Extractions.

“In the black market, the extraction business was tiny,” said Durkacz. “In the legal business, it is going to be huge. With hemp for example, now that it’s legal in the USA, you will need the capacity to process 1,000 to 10,000 kilograms per day, not per year.”

To make edibles, pharma and vap oil products you need to extract the active ingredients from cannabis reliably, consistently and at scale. Which is important as those products, when they are legal, are likely to make up a huge fraction of the cannabis market and, perhaps more critically, the most valuable segment of that market. While people are price sensitive in the smokable flower end of the market, they are much less concerned with price when it comes to edibles, pharma or vape juice. Which means that, if you can control the costs of the input cannabis and the costs of the extraction process, you are able to increase the margins for these cannabis products.

“With World-Class Extractions, we wanted to have large scale, ideally mobile, extraction technology more or less immediately,” said Durkacz.

Which explains World-Class Extraction’s merger with Quadron Cannatech (C.QCC) announced April 16.

“Quadron already has excellent extraction technology with excellent operators,” said Durkacz. “They have a CO2 driven, turn key machine they call “The Boss” which is fully operational and has been sold to cannabis producers. And they are working on “The Beast” which is a much larger extraction system in line with the focus on scale of World-Class.”

“Quadron has a lot of operating experience in the extraction business,” said Durkacz. “Experience in large scale extraction is something which is difficult to find in the cannabis industry generally and it is very valuable. At the same time, Quadron had limited marketing and finance experience which is where World-Class comes in. It is a perfect marriage.”

Quadron also has a key asset in its CEO, Rosy Mondin. “Rosy has a very good reputation in the cannabis industry,” said Durkacz. “Very good at operations and structuring agreements and very much the sort of CEO I look for.”

Under the terms of the merger, Ms. Mondin will become CEO of the combined companies which will trade under the name World-Class Extractions. In the press release announcing the merger, Ms. Mondin states, “There is no doubt that the extraction and processing of cannabis oils will become an incredibly important facet of the overall cannabis industry. By bringing together Quadron and World Class, two complementary businesses, we are creating a stronger enterprise to achieve long-term growth and value creation for our shareholders. Strengthing production and operations as key competitive factors and enhancing our prospects to innovate and lead, we are tightly aligned in our goal of becoming a global leader in the emerging, and rapidly growing, cannabis oils market.”

“Acquiring Quadron catapults World-Class Extraction’s growth plans and pushes us way up the learning curve,” said Durkacz.

In fact, by bringing in Quadron’s technology, experience and executive team, Durkacz has positioned PUMP as the premier Canadian cannabis extraction company just in time to ramp up for the expected October 2019 legalization of edibles in Canada.


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NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S. 

Toronto, Ontario — April 18, 2019 — World Class Extractions Inc. (CSE: PUMP) (“World Class” or the “Company”) is pleased to announce that it has retained the services of Mackie Research Capital Corporation (“Mackie Research”) to act as financial advisor to the Company.

Mackie Research will provide advisory services to World Class. The Company has agreed to retain Mackie Research for an initial term of three months, and the arrangement may be extended by mutual agreement.
As part of the compensation for its services, the Company will grant 3,000,000 common share purchase warrants (the “Mackie Warrants”) to Mackie Research. Each Mackie Warrant entitles the holder thereof to purchase one common share in the capital of the Company (“Common Share”) at an exercise price of $0.18 at any time up to 36 months following the date hereof. The Mackie Warrants are conditional on vesting if the daily volume weighted average trading price of the Common Shares exceeds $0.18 for 20 consecutive trading days within 6 months of issuance.

About Mackie Research Capital Corporation
Mackie is one of Canada’s largest independent full service investment firms, and proudly traces its roots back to 1921. Mackie is privately owned by many of its 300 employees. As a fully integrated national investment dealer, Mackie offers a full complement of capital markets and wealth management services to private clients, institutions and growth companies.

About World Class Extractions Inc.
The Company is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, the Company’s results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. The Company can save its clients floor space, utility drying costs, equipment and processing labour costs.

For further information please contact:
Michael McCombie
Chief Executive Officer
Email: mike@wcextractions.com

Forward-Looking Statements
Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward- looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release. 


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Toronto, Ontario — April 17, 2019 — World Class Extractions Inc. (CSE: PUMP) (the “Company” or “World Class”) is pleased to announce that its common shares are now listed on the Frankfurt Stock Exchange and are trading under the ticker symbol “WCF” and “WKN: A2PF9C”. The Company’s common shares continue to be listed on the Canadian Stock Exchange under the ticker symbol “PUMP”.

“Our dual listing on the Frankfurt Stock Exchange is an important step in the Company’s growth internationally and will allow European investors to share in our ongoing expansion and progress,” said Michael McCombie, CEO of World Class. “World Class expects to be well-positioned to participate in the European and global hemp extraction markets as they continue to rapidly expand.”

About World Class Extractions Inc.

World Class is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. World Class intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, World Class’ results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. World Class can save its clients floor space, utility drying costs, equipment and processing labour costs.

For further information please contact:

Michael McCombie

Chief Executive Officer

Email: mike@wcextractions.com

 

 Forward Looking Statements

 Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be anticipated, estimated, or intended.

Neither the Canadian Securities Exchange (the “CSE”) nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.


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Toronto, Ontario — April 17, 2019 — World Class Extractions Inc. (CSE: PUMP) (the “Company” or “World Class”) is pleased to announce that its common shares are now listed on the Frankfurt Stock Exchange and are trading under the ticker symbol “WCF” and “WKN: A2PF9C”. The Company’s common shares continue to be listed on the Canadian Stock Exchange under the ticker symbol “PUMP”.

“Our dual listing on the Frankfurt Stock Exchange is an important step in the Company’s growth internationally and will allow European investors to share in our ongoing expansion and progress,” said Michael McCombie, CEO of World Class. “World Class expects to be well-positioned to participate in the European and global hemp extraction markets as they continue to rapidly expand.”

About World Class Extractions Inc.
World Class is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. World Class intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, World Class’ results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. World Class can save its clients floor space, utility drying costs, equipment and processing labour costs.

For further information please contact:
Michael McCombie
Chief Executive Officer
Email: mike@wcextractions.com

Forward Looking Statements
Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be anticipated, estimated, or intended.
Neither the Canadian Securities Exchange (the “CSE”) nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.


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Toronto, ON; Vancouver, BC, April 16, 2019 – World Class Extractions Inc. (“World Class”) (CSE: PUMP) and Quadron Cannatech Corporation (“Quadron”) (CSE: QCC) are pleased to announce that they have entered into an arrangement agreement providing for the merger of the companies (the “Agreement”).

Summary of the Arrangement
Pursuant to the Agreement, World Class has agreed to acquire, through a wholly-owned subsidiary, all of the issued and outstanding common shares of Quadron (collectively, the “Quadron Shares”) by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). Pursuant to the terms of the Arrangement, shareholders of Quadron (the “Quadron Shareholders”) will receive two (the “Exchange Ratio”) common shares of World Class (each, a “World Class Share”), for every Quadron Share held.

The consideration values Quadron at approximately $0.25 per Quadron Share, representing a premium of approximately 19% to the price of Quadron Shares compared to the closing price on April 12, 2019, and a premium of approximately 12.7% based on the trailing 15-day volume-weighted average price of each company as of the close of trading on April 12, 2019. Upon completion of the Arrangement, it is expected that Quadron Shareholders will receive approximately 143,300,894 World Class Shares, representing approximately 24.1% of the total issued and outstanding World Class Shares on a post-Arrangement basis.

Benefits of the Arrangement
The proposed Arrangement offers a number of benefits to the shareholders of both World Class and Quadron. The combined entities will leverage Quadron’s technical expertise, established customer base and seasoned management team with World Class’ unique patent-pending technology and strong cash position resulting from its recent $23,000,000 private placement. The proposed Arrangement would produce the following synergies:

  • Quadron’s extraction and processing systems, which are automated and have been simplified relative to comparable technologies;
  • A extensive roster of Quadron executives and employees that have been operating in the extraction and processing sector for over four years;
  • An established and growing revenue stream, as demonstrated by Quadron’s revenue increasing by 132.54% for the nine months ended January 31, 2019 when compared to the same period in 2017;
  • World Class’ unique patent-pending technology, which World Class anticipates will provide higher yields of full spectrum cannabis oil at faster rates and larger volumes than current extraction technologies; and
  • A strong cash position resulting from World Class’ recently-closed private placement for gross proceeds of approximately $23,000,000.

Rosy Mondin, CEO of Quadron, stated, “There is no doubt that the extraction and processing of cannabis oils will become an incredibly important facet of the overall cannabis industry. By bringing together Quadron and World Class, two complementary businesses, we are creating a stronger enterprise to achieve long-term growth and value creation for our shareholders. Strengthing production and operations as key competitive factors and enhancing our prospects to innovate and lead, we are tightly aligned in our goal of becoming a global leader in the emerging, and rapidly growing, cannabis oils market.”
Michael McCombie, Chief Executive Officer of World Class, added, “The merger of Quadron and World Class positions World Class to become a global leader in extraction, processing, and large-scale processing of CBD from hemp. Quadron’s team of seasoned executives and proven ability to generate revenue in the extraction sector is exactly what World Class needs in order to separate ourselves from the pack, and take a leadership position in the nascent extraction sector.”

Management and Directors
Upon completion of the Arrangement, the board of World Class will be reconstituted to comprise five directors, including two directors nominated by World Class, two directors nominated by Quadron and one independent director acceptable to both World Class and Quadron. With respect to the management team of World Class upon completion of the Arrangement, Rosy Mondin will serve as the Chief Executive Officer and Leo Chamberland will serve as President.

Advisors
M Partners Inc. has provided a fairness opinion to the Board of Directors of Quadron that the Arrangement is fair, from a financial point of view. First Republic Capital Corporation (“First Republic”) is acting as financial advisor to World Class. In addition to other fees and expenses payable to First Republic, World Class is required to pay a success fee (the “Success Fee”) to First Republic and Canaccord Genuity Corp. upon closing of the Arrangement equal to, respectively, approximately 2.73% and 0.77% of the aggregate fair market value of the World Class Shares issuable by World Class to Quadron’s shareholders, and payable in World Class Shares.

Boards of Directors’ Recommendations
The Board of Directors of World Class, and the Board of Directors of Quadron have both unanimously approved the proposed Arrangement.
Directors, management and certain key Quadron Shareholders representing over 23% of the issued and outstanding Quadron Shares have signed lockup agreements to vote their respective Quadron Shares in favour of the Arrangement.

Further Details
The Arrangement will be implemented through a triangular amalgamation under the Business Corporations Act (British Columbia) in which a wholly-owned subsidiary of World Class will amalgamate with Quadron to become a wholly-owned subsidiary of World Class and Quadron Shareholders will receive World Class Shares based on the Exchange Ratio.

Upon closing of the Arrangement: (i) all outstanding stock options of Quadron will be adjusted in accordance with the stock option plan of Quadron and will be exercisable for World Class Shares on the basis of the Exchange Ratio; and (ii) all unexercised Quadron Share purchase warrants will be adjusted in accordance with the terms of the warrant certificates governing such Quadron Share purchase warrants such that they shall be exercisable to purchase World Class Shares on the basis of the Exchange Ratio and will expire in accordance with their current expiry dates.
The Agreement contains representations and warranties for the benefit of each of World Class and Quadron, conditions relating to shareholder, court and regulatory approvals, material adverse changes and compliance with the Agreement as are in each case customary in comparable transactions of this nature.

Completion of the Arrangement is subject to a number of conditions being satisfied or waived by one or both of World Class and Quadron at or prior to closing of the Arrangement, including: approval of the Quadron Securityholders, together with any requisite minority approvals; and receipt of all necessary regulatory and court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature.
The Agreement includes deal protection provisions that are customary in Canadian board-supported transactions on the part of both Quadron and World Class (subject to customary fiduciary out provisions). There is a mutual break fee commensurate with a transaction of this size being $1,500,000.

Details of the Arrangement, including a summary of the terms and conditions of the Arrangement Agreement, will be disclosed in a management information circular of Quadron, which will be mailed to Quadron Shareholders and will also be available on SEDAR at www.sedar.com. The Agreement will also be filed on the SEDAR profiles of each of World Class and Quadron.

It is expected that the special meeting of Quadron Shareholders (the “Meeting”) to approve the proposed Arrangement will be held in early June 2019 and, if approved at the Meeting, it is expected that the Arrangement would close approximately a week thereafter.

This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell any shares or a solicitation of a proxy.

About World Class
World Class is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, World Class’ results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. World Class can save its clients floor space, utility drying costs, equipment and processing labour costs.

For more information, visit: www.wcextractions.com.

On behalf of the Board of Directors of
WORLD CLASS EXTRACTIONS INC.
Michael McCombie
Chief Executive Officer
mike@wcextractions.com

About Quadron
Quadron, through its wholly owned subsidiaries, provides turn-key extraction and processing solutions for the cannabis industry including proprietary industrial grade equipment, custom build processing facilities, ancillary products, and scientific services. Quadron delivers streamlined, costeffective and innovative solutions to help licensed growers, producers and processors develop market ready products all to achieve quicker ROI.

For more information, visit: www.quadroncannatech.com.

On behalf of the Board of Directors of
QUADRON CANNATECH CORPORATION
Rosy Mondin
Chief Executive Officer
rosy@quadroncannatech.com
Investor Relations Contact:
KIN Communications Inc.
Caleb Jeffries, VP, Investor Relations
1-866-684-6730
QCC@kincommunications.com

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements: Certain disclosures in this release constitute forward-looking statements, including: obtaining Quadron shareholder and final court approval of the Arrangement; composition of the board of directors and management of World Class upon completion of the Arrangement; and timing and completion of the Arrangement. In making the forward-looking statements in this release, the parties have applied certain factors and assumptions that are based on the parties’ current beliefs as well as assumptions made by and information currently available to the parties. Although the parties consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. The parties do not intend, and expressly disclaims any intention or 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.  


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TORONTO and VANCOUVER, British Columbia, April 16, 2019 (GLOBE NEWSWIRE) — World Class Extractions Inc. (“World Class”) (CSE: PUMP) and Quadron Cannatech Corporation (“Quadron”) (CSE: QCC) are pleased to announce that they have entered into an arrangement agreement providing for the merger of the companies (the “Agreement”).

Summary of the Arrangement

Pursuant to the Agreement, World Class has agreed to acquire, through a wholly-owned subsidiary, all of the issued and outstanding common shares of Quadron (collectively, the “Quadron Shares”) by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). Pursuant to the terms of the Arrangement, shareholders of Quadron (the “Quadron Shareholders”) will receive two (the “Exchange Ratio”) common shares of World Class (each, a “World Class Share”), for every Quadron Share held.

The consideration values Quadron at approximately $0.25 per Quadron Share, representing a premium of approximately 19% to the price of Quadron Shares compared to the closing price on April 12, 2019, and a premium of approximately 12.7% based on the trailing 15-day volume-weighted average price of each company as of the close of trading on April 12, 2019. Upon completion of the Arrangement, it is expected that Quadron Shareholders will receive approximately 143,300,894 World Class Shares, representing approximately 24.1% of the total issued and outstanding World Class Shares on a post-Arrangement basis.

Benefits of the Arrangement

The proposed Arrangement offers a number of benefits to the shareholders of both World Class and Quadron. The combined entities will leverage Quadron’s technical expertise, established customer base and seasoned management team with World Class’ unique patent-pending technology and strong cash position resulting from its recent $23,000,000 private placement. The proposed Arrangement would produce the following synergies:

  • Quadron’s extraction and processing systems, which are automated and have been simplified relative to comparable technologies;
  • A extensive roster of Quadron executives and employees that have been operating in the extraction and processing sector for over four years;
  • An established and growing revenue stream, as demonstrated by Quadron’s revenue increasing by 132.54% for the nine months ended January 31, 2019 when compared to the same period in 2017;
  • World Class’ unique patent-pending technology, which World Class anticipates will provide higher yields of full spectrum cannabis oil at faster rates and larger volumes than current extraction technologies; and
  • A strong cash position resulting from World Class’ recently-closed private placement for gross proceeds of approximately $23,000,000.

Rosy Mondin, CEO of Quadron, stated, “There is no doubt that the extraction and processing of cannabis oils will become an incredibly important facet of the overall cannabis industry. By bringing together Quadron and World Class, two complementary businesses, we are creating a stronger enterprise to achieve long-term growth and value creation for our shareholders. Strengthing production and operations as key competitive factors and enhancing our prospects to innovate and lead, we are tightly aligned in our goal of becoming a global leader in the emerging, and rapidly growing, cannabis oils market.”

Michael McCombie, Chief Executive Officer of World Class, added, “The merger of Quadron and World Class positions World Class to become a global leader in extraction, processing, and large-scale processing of CBD from hemp. Quadron’s team of seasoned executives and proven ability to generate revenue in the extraction sector is exactly what World Class needs in order to separate ourselves from the pack, and take a leadership position in the nascent extraction sector.”

Management and Directors

Upon completion of the Arrangement, the board of World Class will be reconstituted to comprise five directors, including two directors nominated by World Class, two directors nominated by Quadron and one independent director acceptable to both World Class and Quadron. With respect to the management team of World Class upon completion of the Arrangement, Rosy Mondin will serve as the Chief Executive Officer and Leo Chamberland will serve as President.

Advisors

M Partners Inc. has provided a fairness opinion to the Board of Directors of Quadron that the Arrangement is fair, from a financial point of view. First Republic Capital Corporation (“First Republic”) is acting as financial advisor to World Class. In addition to other fees and expenses payable to First Republic, World Class is required to pay a success fee (the “Success Fee”) to First Republic and Canaccord Genuity Corp. upon closing of the Arrangement equal to, respectively, approximately 2.73% and 0.77% of the aggregate fair market value of the World Class Shares issuable by World Class to Quadron’s shareholders, and payable in World Class Shares.

Boards of Directors’ Recommendations 

The Board of Directors of World Class, and the Board of Directors of Quadron have both unanimously approved the proposed Arrangement.

Directors, management and certain key Quadron Shareholders representing over 23% of the issued and outstanding Quadron Shares have signed lockup agreements to vote their respective Quadron Shares in favour of the Arrangement.

Further Details

The Arrangement will be implemented through a triangular amalgamation under the Business Corporations Act (British Columbia) in which a wholly-owned subsidiary of World Class will amalgamate with Quadron to become a wholly-owned subsidiary of World Class and Quadron Shareholders will receive World Class Shares based on the Exchange Ratio.

Upon closing of the Arrangement: (i) all outstanding stock options of Quadron will be adjusted in accordance with the stock option plan of Quadron and will be exercisable for World Class Shares on the basis of the Exchange Ratio; and (ii) all unexercised Quadron Share purchase warrants will be adjusted in accordance with the terms of the warrant certificates governing such Quadron Share purchase warrants such that they shall be exercisable to purchase World Class Shares on the basis of the Exchange Ratio and will expire in accordance with their current expiry dates.

The Agreement contains representations and warranties for the benefit of each of World Class and Quadron, conditions relating to shareholder, court and regulatory approvals, material adverse changes and compliance with the Agreement as are in each case customary in comparable transactions of this nature.

Completion of the Arrangement is subject to a number of conditions being satisfied or waived by one or both of World Class and Quadron at or prior to closing of the Arrangement, including: approval of the Quadron Securityholders, together with any requisite minority approvals; and receipt of all necessary regulatory and court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature.

The Agreement includes deal protection provisions that are customary in Canadian board-supported transactions on the part of both Quadron and World Class (subject to customary fiduciary out provisions). There is a mutual break fee commensurate with a transaction of this size being $1,500,000.

Details of the Arrangement, including a summary of the terms and conditions of the Arrangement Agreement, will be disclosed in a management information circular of Quadron, which will be mailed to Quadron Shareholders and will also be available on SEDAR at www.sedar.com. The Agreement will also be filed on the SEDAR profiles of each of World Class and Quadron.

It is expected that the special meeting of Quadron Shareholders (the “Meeting”) to approve the proposed Arrangement will be held in early June 2019 and, if approved at the Meeting, it is expected that the Arrangement would close approximately a week thereafter.

This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell any shares or a solicitation of a proxy.

About World Class

World Class is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, World Class’ results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. World Class can save its clients floor space, utility drying costs, equipment and processing labour costs.

For more information, visit: www.wcextractions.com.

On behalf of the Board of Directors of
WORLD CLASS EXTRACTIONS INC.

Michael McCombie
Chief Executive Officer
mike@wcextractions.com

About Quadron

Quadron, through its wholly owned subsidiaries, provides turn-key extraction and processing solutions for the cannabis industry including proprietary industrial grade equipment, custom build processing facilities, ancillary products, and scientific services. Quadron delivers streamlined, costeffective and innovative solutions to help licensed growers, producers and processors develop market ready products all to achieve quicker ROI.

For more information, visit: www.quadroncannatech.com.

On behalf of the Board of Directors of
QUADRON CANNATECH CORPORATION

Rosy Mondin
Chief Executive Officer
rosy@quadroncannatech.com

Investor Relations Contact:

KIN Communications Inc.
Caleb Jeffries, VP, Investor Relations
1-866-684-6730
QCC@kincommunications.com

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements: Certain disclosures in this release constitute forward-looking statements, including: obtaining Quadron shareholder and final court approval of the Arrangement; composition of the board of directors and management of World Class upon completion of the Arrangement; and timing and completion of the Arrangement. In making the forward-looking statements in this release, the parties have applied certain factors and assumptions that are based on the parties’ current beliefs as well as assumptions made by and information currently available to the parties. Although the parties consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. The parties do not intend, and expressly disclaims any intention or 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.


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TORONTO, April 08, 2019 (GLOBE NEWSWIRE) — World Class Extractions Inc. (CSE: PUMP) (“WorldClass” or the “Company”) is pleased to announce it has entered into an agreement to invest up to $3 million (the “Alkaline Financing”) by way of a private placement in Alkaline Spring Inc. (“Alkaline Spring”), a privately-held, Alberta-based natural alkaline water company. In connection with the closing of the first tranche of the Alkaline Financing today, World Class invested $2 million in consideration for 2,000 senior secured convertible debentures (“Alkaline Debentures”) of Alkaline Spring, 11,111,111 common share purchase warrants of Alkaline Spring (“Alkaline Warrants”), and acquired certain investor rights. World Class is also pleased to announce that it will be increasing its level of engagement with shareholders and potential retail and institutional investors, and has engaged investor relations firms to assist the Company with investor relations and shareholder communications services and effectively communicate its message to an increasingly broad range of shareholders and investors across Canada.

Terms of Investment

The Alkaline Debentures mature in two years, are priced at $1,000 per debenture, bear interest at 9% per annum, and are convertible into common shares of Alkaline Spring at an initial price of $0.18 per share, subject to downward adjustment in certain circumstances. The Alkaline Warrants are each exercisable into one further share at a price of $0.25 for a period of three years.

In addition to the Alkaline Debentures and Alkaline Warrants, World Class received, as part of the Alkaline Financing, certain rights as a substantial investor, including (i) a right of first refusal to supply any cannabis or hemp extracts required in Alkaline Spring’s business; (ii) the exclusive right to license future formulations of Alkaline Spring’s planned cannabis and hemp infused waters and to market and sell, on a white label basis, its products in certain markets other than Canada; and (iii) the right to appoint two directors to the board of Alkaline Spring.

“This is a strategic investment into the foundation of what will become an important part of the cannabis-based beverage industry in the future.  Any drink begins with water and water has been the source of incredible brands such as Coors, Grey Goose and Fiji.  We intend to supply cannabis concentrates to Alkaline Spring going forward which is an important part of ensuring that we have relationships with value added distribution channels that utilize what we produce.  We see tremendous value in the rare water export license that Alkaline Spring’s property possesses,” stated Mike McCombie, Chief Executive Officer of World Class.

Capital Markets Communications Strategy

Hybrid Financial Ltd. (“Hybrid”) and Ascension Millionaires Club Inc. (“Ascension”) will each play a key role in assisting the Company to enhance its market awareness and foster productive, continuing dialogues with shareholders and other market participants.

Hybrid’s engagement is for an initial term of six (6) months, during which Hybrid will assist in all aspects of a marketing campaign for the Company. In consideration for its services, the Company will pay to Hybrid a monthly fee of $15,000, and grant to Hybrid common share purchase options (the “Hybrid Options”) to purchase 350,000 common shares of the Company (“WCE Shares”) at a price equal to $0.17, at any time on or before April 8, 2024. The Hybrid Options are subject to a vesting schedule, with 175,000 Hybrid Options vesting immediately and the balance of 175,000 Hybrid Options vesting three (3) months thereafter.

Ascension’s engagement is for a term of twelve (12) months, during which Ascension will provide investor relations and communication services to the Company. In consideration for its services, the Company will pay to Ascension a monthly fee of $10,000, and grant to Ascension WCE Share purchase options (the “Ascension Options”) to purchase 300,000 WCE Shares at a price of $0.17, at any time on or before April 8, 2021.

Issuance of Securities to Consultant

The Company also issued 1,400,000 WCE Share purchase options (the “Consultant Options”) to an arm’s length consultant. The Consultant Options are exercisable at a price of $0.13 during a period of five (5) years from the date of issuance, and are subject to a vesting schedule, with 500,000 Consultant Options vesting immediately and the balance to vest in 100,000 increments each month during the term of the consultant’s engagement.

About Alkaline Spring Inc.

Alkaline Spring Inc. is a Canadian-owned Alberta-based water company with its source located in the beautiful Revelstoke Mountains of British Columbia. Alkaline Spring’s unique spring water is sourced from an artesian well that is over 600 feet underground, which replenishes itself at a rate of 147 million cubic meters per year. The spring water boasts natural mineralization, a pH of 8 (measure of alkalinity) and a value of 238 ppm TDS (total dissolved solids). The company has a rare license to export up to 300,000 gallons of water per day in addition to 2M gallons domestically. Alkaline Spring is currently exploring the acquisition of other water assets around the globe.

Alkaline Spring is committed to becoming the most sought-after premium packaged sourced water in its respected category. Leading the water industry in the 21st century as a global, social and environmentally responsible company that is driven by a meaningful purpose beyond the traditional financial rewards associated with building a successful business. Alkaline is dedicated to alleviating water scarcity and giving back to communities by providing economical access to the cleanest, naturally sourced, highest quality renewable drinking water in the world. This is achieved through its pristine water sources, innovation in packaging, closed loop recycling, unique product formulations, and corporate social responsibility programs. The company is able to introduce new, uniquely differentiated product to the functional water space to become a successful pioneer and innovator of enhanced waters, where hydration and alkalinity is only the beginning. Alkaline Springs’ cannabis infused water products will range from flavored water to water designed to reduce inflammation, pain or anxiety or to elevate the spirits. The company intends to launch “True Essence”, a branded line of infused beverages. At the heart of Alkaline Spring’s infused beverages is a rare, premium water, which sets the consumer experience apart from others.

About World Class Extractions Inc.

The Company is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, the Company’s results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. The Company can save its clients floor space, utility drying costs, equipment and processing labour costs.

For further information, please contact:

Michael McCombie
Chief Executive Officer
Email: mike@wcextractions.com

Forward-Looking Statements

Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward- looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.

 


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Toronto, Ontario–(GLOBE NEWSWIRE – April 8, 2019) – World Class Extractions Inc. (CSE: PUMP) (“World Class” or the “Company”) is pleased to announce it has entered into an agreement to invest up to $3 million (the “Alkaline Financing”) by way of a private placement in Alkaline Spring Inc. (“Alkaline Spring”), a privately-held, Alberta-based natural alkaline water company. In connection with the closing of the first tranche of the Alkaline Financing today, World Class invested $2 million in consideration for 2,000 senior secured convertible debentures (“Alkaline Debentures”) of Alkaline Spring, 11,111,111 common share purchase warrants of Alkaline Spring (“Alkaline Warrants”), and acquired certain investor rights. World Class is also pleased to announce that it will be increasing its level of engagement with shareholders and potential retail and institutional investors, and has engaged investor relations firms to assist the Company with investor relations and shareholder communications services and effectively communicate its message to an increasingly broad range of shareholders and investors across Canada.

Terms of Investment
The Alkaline Debentures mature in two years, are priced at $1,000 per debenture, bear interest at 9% per annum, and are convertible into common shares of Alkaline Spring at an initial price of $0.18 per share, subject to downward adjustment in certain circumstances. The Alkaline Warrants are each exercisable into one further share at a price of $0.25 for a period of three years.

In addition to the Alkaline Debentures and Alkaline Warrants, World Class received, as part of the Alkaline Financing, certain rights as a substantial investor, including (i) a right of first refusal to supply any cannabis or hemp extracts required in Alkaline Spring’s business; (ii) the exclusive right to license future formulations of Alkaline Spring’s planned cannabis and hemp infused waters and to market and sell, on a white label basis, its products in certain markets other than Canada; and (iii) the right to appoint two directors to the board of Alkaline Spring.

“This is a strategic investment into the foundation of what will become an important part of the cannabis-based beverage industry in the future. Any drink begins with water and water has been the source of incredible brands such as Coors, Grey Goose and Fiji. We intend to supply cannabis concentrates to Alkaline Spring going forward which is an important part of ensuring that we have relationships with value added distribution channels that utilize what we produce. We see tremendous value in the rare water export license that Alkaline Spring’s property possesses,” stated Mike McCombie, Chief Executive Officer of World Class.

Capital Markets Communications Strategy
Hybrid Financial Ltd. (“Hybrid”) and Ascension Millionaires Club Inc. (“Ascension”) will each play a key role in assisting the Company to enhance its market awareness and foster productive, continuing dialogues with shareholders and other market participants.

Hybrid’s engagement is for an initial term of six (6) months, during which Hybrid will assist in all aspects of a marketing campaign for the Company. In consideration for its services, the Company will pay to Hybrid a monthly fee of $15,000, and grant to Hybrid common share purchase options (the “Hybrid Options”) to purchase 350,000 common shares of the Company (“WCE Shares”) at a price equal to $0.17, at any time on or before April 8, 2024. The Hybrid Options are subject to a vesting schedule, with 175,000 Hybrid Options vesting immediately and the balance of 175,000 Hybrid Options vesting three (3) months thereafter.

Ascension’s engagement is for a term of twelve (12) months, during which Ascension will provide investor relations and communication services to the Company. In consideration for its services, the Company will pay to Ascension a monthly fee of $10,000, and grant to Ascension WCE Share purchase options (the “Ascension Options”) to purchase 300,000 WCE Shares at a price of $0.17, at any time on or before April 8, 2021.

Issuance of Securities to Consultant
The Company also issued 1,400,000 WCE Share purchase options (the “Consultant Options”) to an arm’s length consultant. The Consultant Options are exercisable at a price of $0.13 during a period of five (5) years from the date of issuance, and are subject to a vesting schedule, with 500,000 Consultant Options vesting immediately and the balance to vest in 100,000 increments each month during the term of the consultant’s engagement.

About Alkaline Spring Inc.

Alkaline Spring Inc. is a Canadian-owned Alberta-based water company with it’s source located in the beautiful Revelstoke Mountains of British Columbia. Alkaline Spring’s unique spring water is sourced from an artesian well that is over 600 feet underground, which replenishes itself at a rate of 147 million cubic meters per year. The spring water boasts natural mineralization, a pH of 8 (measure of alkalinity) and a value of 238 ppm TDS (total dissolved solids). The company has a rare license to export up to 300,000 gallons of water per day in addition to 2M gallons domestically. Alkaline Spring is currently exploring the acquisition of other water assets around the globe.

Alkaline Spring is committed to becoming the most sought-after premium packaged sourced water in its respected category. Leading the water industry in the 21st century as a global, social and environmentally responsible company that is driven by a meaningful purpose beyond the traditional financial rewards associated with building a successful business. Alkaline is dedicated to alleviating water scarcity and giving back to communities by providing economical access to the cleanest, naturally sourced, highest quality renewable drinking water in the world. This is achieved through its pristine water sources, innovation in packaging, closed loop recycling, unique product formulations, and corporate social responsibility programs. The company is able to introduce new, uniquely differentiated product to the functional water space to become a successful pioneer and innovator of enhanced waters, where hydration and alkalinity is only the beginning. Alkaline Springs’ cannabis infused water products will range from flavored water to water designed to reduce inflammation, pain or anxiety or to elevate the spirits. The company intends to launch “True Essence”, a branded line of infused beverages. At the heart of Alkaline Spring’s infused beverages is a rare, premium water, which sets the consumer experience apart from others.

About World Class Extractions Inc.

The Company is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, the Company’s results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. The Company can save its clients floor space, utility drying costs, equipment and processing labour costs.

For further information, please contact:
Michael McCombie
Chief Executive Officer
Email: mike@wcextractions.com

Forward-Looking Statements
Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward- looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. 

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release. 


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TORONTO, April 2nd, 2019 (insiderfinancial.com) – World Class Extractions Inc (CNSX: PUMP) has taken flight on confirming the signing of a letter of intent as it eyes business merger with Quadron Cannatech. Investors have also continued to push the stock up the charts on the company signing a revenue collaboration agreement with Parity Partners PBC.

Share Price Analysis

The stock has started surging after coming under pressure from short seller’s early March. A 10% spike from all-time lows affirms renewed investor interest as World Class Extraction continues to recoup losses accrued in the month.

The emerging uptrend faces resistance at the C$0.16 level. A breach of the resistance level should affirm the uptrend, setting the stage for the stock to continue edging higher as a bull play.

Below the C$0.16 technical level, World Class Extraction remains susceptible to further drops given the underlying steep bear trend and the fact that short sellers remain in firm control.

What Does World Class Extraction Do?

World Class Extraction is a cannabis-focused company engaged in the acquisition and extraction of oils and extracts from cannabis flowers. The company boasts of a proprietary innovative extraction process ideal for both hemp and cannabis industry. The technology enables the extraction of CBD oils and other related extracts from both wet and dried natural plants.

Quadron Cannatech Merger

Shares of World Class Extraction are exploding in the market on the confirmation that the company is in the process of completing a merger with Quadron Cannatech as part of its growth strategy. Under the terms of the agreement, the company is to acquire all issued and outstanding shares of Quadron; directly or through a wholly owned subsidiary.

A merger of the two companies will result in the creation of a leading provider of extraction and processing solutions. World Class Extraction will be able to leverage Quadron’s technical expertise as well as the customer base and management team as it looks to strengthen its prospects in the multi-billion industry.

“We believe that our strong cash position and unique patent-pending technology, which can use both wet and dry cannabis and hemp as inputs, is the perfect complement to Quadron’s experienced team of executives and employees, along with their proven year-over-year revenue increases. This transaction is transformative for World Class and its shareholders,” said CEO Michael McCombie.

Revenue Sharing Agreement

World Class Extraction has since followed the merger development with the signing of a revenue collaboration agreement with Parity Partners PBC. Under the terms of the agreement, Parity Partners is to help World Class Extraction in its bid to expand its hemp and cannabis extraction business across the United States.

Parity Partners is tasked with the responsibility of sourcing appropriate locations for the installation of World Class extraction machines. The company will also have to source all the licenses and approvals needed for the extraction of cannabis oil, in various jurisdictions.

World Class Exaction will in return reimburse Parity for the employment of staff, other than sales staff, and for the delivery and installation of its machines.

The two have since formed a joint venture as part of the revenue sharing pact. The parties will split revenue-generated from their combined efforts with World Class Extraction taking 75% of the profits as Parity goes with the remaining 25%.

“This agreement represents a major milestone in expanding World Class’s business into the United States. We are thrilled to build upon World Class’s present success and momentum by taking our business into the United States. Parity will be a valuable partner, and World Class is excited to work together with Parity through strong collaboration and mutual commitments,” stated Mr. McCombie.

Bottom Line

World Class Extraction has affirmed how focused it is about pursuing growth opportunities as well as revenue streams in the Cannabis sector. The signing of a merger agreement with Quadron Cannatech should accelerate the expansion of the company’s operations and revenue streams.

A revenue-sharing pact with Parity Partners is another development that underscores the company’s push for new revenue streams.  Strengthening investor confidence about the company’s long-term prospects should result in a spike in the company’s valuation.

That said the stock is likely to continue making a run for the $0.16 technical, above which it would have turned more bullish and eyes further gains.

We will be updating our subscribers as soon as we know more. For the latest updates on CNSX: PUMP, sign up below!

Disclosure: We have no position in CNSX: PUMP and have not been compensated for this article.


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Toronto, Ontario — March 25, 2019 — World Class Extractions Inc. (CSE: PUMP) (the “Company” or “World Class”) is pleased to announce that it has signed a definitive collaboration agreement (the “Collaboration Agreement”) with Parity Partners PBC (“Parity”), a corporation doing business in the State of North Carolina. The Collaboration Agreement sets forth the terms on which Parity will assist World Class in expanding its hemp and cannabis large scale extraction business in the United States.

Parity is co-founded by Bert James. Mr. James is a founding board member for the newly formed US Hemp Farming Alliance which is a partner organization with the US Hemp Round Table and the US Hemp Authority. He is the owner of Homegrown Agriculture Inc., since 2001, and the former CEO of Bio Regen Co-Op, an agricultural co-op with more than 100 farm members. Mr. James is a lead supporter and advocate of the North Carolina Industrial Hemp Program and is a featured speaker at hemp events across the United States.

In consideration for the various services that the parties intend to provide each other, as described below, the parties will split the net income arising out of the venture, with 75% being allocated to World Class and 25% to Parity. In addition, World Class has, as of the date hereof, granted Parity an aggregate of 40,000,000 warrants (“Warrants”) to purchase common shares in the capital of World Class (“Common Shares”). The Warrants vest in 5,000,000 increments upon the venture achieving certain gross revenue and net income thresholds, with each such increment having a different exercise price, all as described in the table below.

MilestonesExercise Price
1CAD$0.15
2CAD$0.17
3CAD$0.20
4CAD$0.23
5CAD$0.30
6CAD$0.33
7CAD$0.40
8CAD$0.50

Parity Obligations
Under the terms of the Collaboration Agreement, Parity will be responsible for the following:

  • sourcing appropriate locations in the United States to locate World Class’s proprietary extraction machines (the “WCE Machines”);
  • obtaining all licenses and approvals necessary for World Class to extract oils containing THC, CBD, and other cannabinoids from hemp and cannabis plants (the “Extraction Services”); and
  • supplying the raw materials necessary for World Class to perform the Extraction Services;
  • developing a market for the Extraction Services and the products produced out of the Extraction Services, including by employing salespeople and developing relationships with distributors.

World Class Obligations
Under the terms of the Collaboration Agreement, World Class will be responsible for reimbursing Parity for the employment of Parity’s staff, other than its sales staff and paying for the delivery and installation of the WCE Machines.

Michael McCombie, Chief Executive Officer of World Class, stated, “This agreement represents a major milestone in expanding World Class’s business into the United States. We are absolutely thrilled to build upon World Class’s present success and momentum by taking our business into the United States. Parity will be a valuable partner, and World Class is excited to work together with Parity through strong collaboration and mutual commitments.”

Bert James, CEO of Parity, stated, “Parity Partners PBC is proud to be a part of the future of cannabis processing with World Class Extractions. The alignment, values and vision both companies offer the hemp industry is exciting. We will be a part of the new history being written about hemp and plant extracts.”

About World Class Extractions Inc.
The Company is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, the Company’s results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. The Company can save its clients floor space, utility drying costs, equipment and processing labour costs.

About Parity Partners PBC

The United States based Parity Partners PBC provides operational balance in agricultural production and further processing models. By utilizing a national network of trusted partners and service providers, combined with decades of related industry experience, clear paths are created to implement new and innovative technologies. Through collaboration and innovation, sustainable and regenerative practices find their way from the farmer’s field to the consumer’s counter. Parity promotes and facilitates open communication with supply chains and processors leading to increased efficiency and premium end products.

For further information please contact:

Michael McCombie
Chief Executive Officer
Email: mike@wcextractions.com

Forward Looking Statements
Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be anticipated, estimated, or intended.

Neither the Canadian Securities Exchange (the “CSE”) nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.


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TORONTO, March 25, 2019 (GLOBE NEWSWIRE) — World Class Extractions Inc. (CSE: PUMP) (the “Company” or “World Class”) is pleased to announce that it has signed a definitive collaboration agreement (the “Collaboration Agreement”) with Parity Partners PBC (“Parity”), a corporation doing business in the State of North Carolina. The Collaboration Agreement sets forth the terms on which Parity will assist World Class in expanding its hemp and cannabis large scale extraction business in the United States.

Parity is co-founded by Bert James. Mr. James is a founding board member for the newly formed US Hemp Farming Alliance which is a partner organization with the US Hemp Round Table and the US Hemp Authority. He is the owner of Homegrown Agriculture Inc., since 2001, and the former CEO of Bio Regen Co-Op, an agricultural co-op with more than 100 farm members. Mr. James is a lead supporter and advocate of the North Carolina Industrial Hemp Program and is a featured speaker at hemp events across the United States.

In consideration for the various services that the parties intend to provide each other, as described below, the parties will split the net income arising out of the venture, with 75% being allocated to World Class and 25% to Parity. In addition, World Class has, as of the date hereof, granted Parity an aggregate of 40,000,000 warrants (“Warrants”) to purchase common shares in the capital of World Class (“Common Shares”). The Warrants vest in 5,000,000 increments upon the venture achieving certain gross revenue and net income thresholds, with each such increment having a different exercise price, all as described in the table below.
Milestones

MilestonesExercise Price
1CAD$0.15
2CAD$0.17
3CAD$0.20
4CAD$0.23
5CAD$0.30
6CAD$0.33
7CAD$0.40
8CAD$0.50

Parity Obligations

Under the terms of the Collaboration Agreement, Parity will be responsible for the following:

  • sourcing appropriate locations in the United States to locate World Class’s proprietary extraction machines (the “WCE Machines”);
  • obtaining all licenses and approvals necessary for World Class to extract oils containing THC, CBD, and other cannabinoids from hemp and cannabis plants (the “Extraction Services”); and
  • supplying the raw materials necessary for World Class to perform the Extraction Services;
  • developing a market for the Extraction Services and the products produced out of the Extraction Services, including by employing salespeople and developing relationships with distributors.

World Class Obligations

Under the terms of the Collaboration Agreement, World Class will be responsible for reimbursing Parity for the employment of Parity’s staff, other than its sales staff and paying for the delivery and installation of the WCE Machines.

Michael McCombie, Chief Executive Officer of World Class, stated, “This agreement represents a major milestone in expanding World Class’s business into the United States. We are absolutely thrilled to build upon World Class’s present success and momentum by taking our business into the United States. Parity will be a valuable partner, and World Class is excited to work together with Parity through strong collaboration and mutual commitments.”

Bert James, CEO of Parity, stated, “Parity Partners PBC is proud to be a part of the future of cannabis processing with World Class Extractions. The alignment, values and vision both companies offer the hemp industry is exciting. We will be a part of the new history being written about hemp and plant extracts.”

About World Class Extractions Inc.

The Company is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, the Company’s results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. The Company can save its clients floor space, utility drying costs, equipment and processing labour costs.

About Parity Partners PBC

The United States based Parity Partners PBC provides operational balance in agricultural production and further processing models. By utilizing a national network of trusted partners and service providers, combined with decades of related industry experience, clear paths are created to implement new and innovative technologies. Through collaboration and innovation, sustainable and regenerative practices find their way from the farmer’s field to the consumer’s counter. Parity promotes and facilitates open communication with supply chains and processors leading to increased efficiency and premium end products.

For further information please contact:

Michael McCombie
Chief Executive Officer
Email: mike@wcextractions.com

Forward Looking Statements

Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be anticipated, estimated, or intended.

Neither the Canadian Securities Exchange (the “CSE”) nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.


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TORONTO and VANCOUVER, British Columbia, March 21, 2019 (GLOBE NEWSWIRE) — World Class Extractions Inc. (“World Class”) (CSE: PUMP) and Quadron Cannatech Corporation (“Quadron”) (CSE: QCC) are pleased to announce that they have entered into a binding letter of intent (the “LOI”) to proceed with a business combination by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which World Class has agreed to acquire, either directly or through a wholly-owned subsidiary, all of the issued and outstanding common shares of Quadron (the “Arrangement”).

Under the terms of the LOI, on completion of the Arrangement, the shareholders of Quadron (the “Quadron Shareholders”) will receive two common shares (the “Exchange Ratio”) of World Class (a “World Class Share”) for each common share of Quadron (a “Quadron Share”) held. On closing of the Arrangement, it is expected that the current Quadron Shareholders will receive approximately 143,300,894 World Class Shares. Concurrently with the closing of the Arrangement, the holders of options and warrants in the capital of Quadron will receive a proportionate number of options and warrants of World Class.

Final terms of the Arrangement will be set out in an arrangement agreement (the “Arrangement Agreement”) to be entered into by the parties. The Arrangement Agreement will contain representations and warranties for the benefit of each of World Class and Quadron, conditions relating to shareholder, court and regulatory approvals, material adverse changes and compliance with the Arrangement Agreement as are in each case customary in comparable transactions of this nature. The Arrangement Agreement will include, among other things, a non-solicitation covenant on the part of Quadron (subject to customary fiduciary out provisions). In the event of a superior proposal, World Class will have the right to either match such superior proposal or receive a termination fee to be agreed by the parties in the Arrangement Agreement, commensurate with transactions of a similar size.

Completion of the Arrangement is subject to a number of conditions being satisfied or waived by one or both of World Class and Quadron at or prior to closing of the Arrangement, including: entry into the Arrangement Agreement; approval of the Quadron Shareholders, together with any requisite minority approvals; and receipt of all necessary regulatory and court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature. Quadron intends to engage an independent financial advisor to assist the Board of Directors and to provide a fairness opinion, if advisable.

Directors, officers and certain shareholders of Quadron representing 23% of the issued and outstanding Quadron Shares have agreed to enter into voting and support agreements under which they will agree to vote in favour of the Arrangement.

Details of the Arrangement, including a summary of the terms and conditions of the Arrangement Agreement, will be disclosed in a management information circular of Quadron, which will be mailed to Quadron Shareholders and will also be available on SEDAR at www.sedar.com.

Transaction Highlights

The proposed Arrangement is intended to create a leading provider of extraction and processing solutions. The combined entities will leverage Quadron’s technical expertise, established customer base and deep management team with World Class’s unique patent-pending technology and strong cash position resulting from its recent $23,000,000 private placement. The proposed Arrangement would produce the following synergies:

Quadron’s extraction and processing systems, which are automated and have been simplified relative to comparable technologies;
a deep roster of Quadron executives and employees that have been operating in the extraction and processing sector for over four years;
an established and growing revenue stream, as demonstrated by Quadron’s revenue increasing by 50.71% for the six months ended October 31, 2018 when compared to the same period in 2017;
World Class’s unique patent-pending technology, which World Class anticipates will provide higher yields of full spectrum cannabis oil at faster rates and larger volumes than current extraction technologies; and
a strong cash position resulting from World Class’s recently-closed private placement for gross proceeds of approximately $23,000,000.

Rosy Mondin, CEO of Quadron, stated, “We are very excited to proceed with this strategic alliance with World Class and believe it marks a definitive shift in our business model. Since our launch, Quadron’s focus has been the development of extraction and processing solutions to simplify and automate the very complex extraction process for cultivators. As the industry prepares for the legalization and regulation of cannabis concentrates and edibles in Canada, this transaction provides the necessary resources to increase sales, distribution and establish partnerships with leaders in industry with WCE, which will provide a significant growth opportunity for our shareholders. This merger combines the strength of both companies to strategically position them as leading global extractions solutions provider for cultivators and processors both within Canada and internationally to serve a rapidly growing cannabis oils market.”

Michael McCombie, Chief Executive Officer of World Class, added, “The combination of our business with Quadron’s gives us an opportunity to accelerate our goal of becoming the global leader in extraction and processing in general, with a particular focus on large-scale processing of CBD from hemp. We believe that our strong cash position and unique patent-pending technology, which can use both wet and dry cannabis and hemp as inputs, is the perfect complement to Quadron’s experienced team of executives and employees, along with their proven year-over-year revenue increases. This transaction is transformative for World Class and its shareholders, and we couldn’t be happier to be able to announce it on our first day of being listed on the CSE.”

The Arrangement is an arm’s length transaction pursuant to applicable regulatory policies.

This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell any shares or a solicitation of a proxy.

About Quadron:
Quadron, through its wholly owned subsidiaries, provides turn-key extraction and processing solutions for the cannabis industry including proprietary industrial grade equipment, custom build processing facilities, ancillary products, and scientific services. Quadron delivers streamlined, cost-effective and innovative solutions to help licensed growers, producers and processors develop market ready products all to achieve quicker ROI.

For more information, visit: www.quadroncannatech.com

On behalf of the Board of Directors of
QUADRON CANNATECH CORPORATION

Rosy Mondin
CEO
rosy@quadroncannatech.com

Investor Relations Contact:
KIN Communications Inc.
Caleb Jeffries, VP, Investor Relations
1-866-684-6730
QCC@kincommunications.com

About World Class Extractions Inc.

The Company is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, the Company’s results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. The Company can save its clients floor space, utility drying costs, equipment and processing labour costs.

For further information please contact:

Michael McCombie
Chief Executive Officer
Email: mike@wcextractions.com

Neither the CSE nor its Market Regulatory (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as “forward-looking statements”. Forward-looking statements may be identified by words including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions, including the proposed Arrangement will receive the requisite corporate and regulatory approvals, the proposed Arrangement will successfully close as anticipated by management, the holders of, the directors, officers and insiders of Quadron will enter into voting support agreements to vote in favor of the proposed Arrangement and Quadron will hire financial advisors are forward-looking statements and contain forward-looking information. Forward-looking statements are based on certain material assumptions and analysis made by World Class and Quadron and the opinions and estimates of management as of the date of this press release, including that the proposed Arrangement will receive the requisite corporate and regulatory approvals to close, the proposed Arrangement will successfully close on the timeline and on the terms as anticipated by management, market conditions will remain similar to present market conditions, that the directors, officers and insiders of Quadron will not object to signing an agreement to vote their shares in favor of the proposed Arrangement, Quadron will hire financial advisors and that the proposed synergies resulting from the combined entities will occur as stated or at all. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of World Class and Quadron to be materially different from those expressed or implied by such forward-looking statements or forward- looking information. Important factors that may cause actual results to vary, include, without limitation, the proposed Arrangement will not receive either the requisite corporate or regulatory approval to close, the proposed Arrangement will not close on the timeline or on the terms as anticipated by management, that the directors, officers and insiders of Quadron will object to signing an agreement to vote their shares in favor of the proposed Arrangement, Quadron will not hire financial advisors and the proposed synergies of the combined entities will not be realized as stated above or at all. Although management of Quadron and World Class have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward- looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Quadron and World Class do not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.


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Toronto, Ontario; Vancouver, B.C., March 21, 2019 – World Class Extractions Inc. (“World Class”) (CSE: PUMP) and Quadron Cannatech Corporation (“Quadron”) (CSE: QCC) are pleased to announce that they have entered into a binding letter of intent (the “LOI”) to proceed with a business combination by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which World Class has agreed to acquire, either directly or through a wholly-owned subsidiary, all of the issued and outstanding common shares of Quadron (the “Arrangement”).

Under the terms of the LOI, on completion of the Arrangement, the shareholders of Quadron (the “Quadron Shareholders”) will receive two common shares (the “Exchange Ratio”) of World Class (a “World Class Share”) for each common share of Quadron (a “Quadron Share”) held. On closing of the Arrangement, it is expected that the current Quadron Shareholders will receive approximately 143,300,894 World Class Shares. Concurrently with the closing of the Arrangement, the holders of options and warrants in the capital of Quadron will receive a proportionate number of options and warrants of World Class.

Final terms of the Arrangement will be set out in an arrangement agreement (the “Arrangement Agreement”) to be entered into by the parties. The Arrangement Agreement will contain representations and warranties for the benefit of each of World Class and Quadron, conditions relating to shareholder, court and regulatory approvals, material adverse changes and compliance with the Arrangement Agreement as are in each case customary in comparable transactions of this nature. The Arrangement Agreement will include, among other things, a non-solicitation covenant on the part of Quadron (subject to customary fiduciary out provisions). In the event of a superior proposal, World Class will have the right to either match such superior proposal or receive a termination fee to be agreed by the parties in the Arrangement Agreement, commensurate with transactions of a similar size.
Completion of the Arrangement is subject to a number of conditions being satisfied or waived by one or both of World Class and Quadron at or prior to closing of the Arrangement, including: entry into the Arrangement Agreement; approval of the Quadron Shareholders, together with any requisite minority approvals; and receipt of all necessary regulatory and court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature. Quadron intends to engage an independent financial advisor to assist the Board of Directors and to provide a fairness opinion, if advisable.

Directors, officers and certain shareholders of Quadron representing 23% of the issued and outstanding Quadron Shares have agreed to enter into voting and support agreements under which they will agree to vote in favour of the Arrangement.

Details of the Arrangement, including a summary of the terms and conditions of the Arrangement Agreement, will be disclosed in a management information circular of Quadron, which will be mailed to Quadron Shareholders and will also be available on SEDAR at www.sedar.com.

Transaction Highlights
The proposed Arrangement is intended to create a leading provider of extraction and processing solutions. The combined entities will leverage Quadron’s technical expertise, established customer base and deep management team with World Class’s unique patent-pending technology and strong cash position resulting from its recent $23,000,000 private placement. The proposed Arrangement would produce the following synergies:

  • Quadron’s extraction and processing systems, which are automated and have been simplified relative to comparable technologies;
  • a deep roster of Quadron executives and employees that have been operating in the extraction and processing sector for over four years;
  • an established and growing revenue stream, as demonstrated by Quadron’s revenue increasing by 50.71% for the six months ended October 31, 2018 when compared to the same period in 2017;
  • World Class’s unique patent-pending technology, which World Class anticipates will provide higher yields of full spectrum cannabis oil at faster rates and larger volumes than current extraction technologies; and
  • a strong cash position resulting from World Class’s recently-closed private placement for gross proceeds of approximately $23,000,000.

Rosy Mondin, CEO of Quadron, stated, “We are very excited to proceed with this strategic alliance with World Class and believe it marks a definitive shift in our business model. Since our launch, Quadron’s focus has been the development of extraction and processing solutions to simplify and automate the very complex extraction process for cultivators. As the industry prepares for the legalization and regulation of cannabis concentrates and edibles in Canada, this transaction provides the necessary resources to increase sales, distribution and establish partnerships with leaders in industry with WCE, which will provide a significant growth opportunity for our shareholders. This merger combines the strength of both companies to strategically position them as leading global extractions solutions provider for cultivators and processors both within Canada and internationally to serve a rapidly growing cannabis oils market.”

Michael McCombie, Chief Executive Officer of World Class, added, “The combination of our business with Quadron’s gives us an opportunity to accelerate our goal of becoming the global leader in extraction and processing in general, with a particular focus on large-scale processing of CBD from hemp. We believe that our strong cash position and unique patent-pending technology, which can use both wet and dry cannabis and hemp as inputs, is the perfect complement to Quadron’s experienced team of executives and employees, along with their proven year-over-year revenue increases. This transaction is transformative for World Class and its shareholders, and we couldn’t be happier to be able to announce it on our first day of being listed on the CSE.”

The Arrangement is an arm’s length transaction pursuant to applicable regulatory policies.

This announcement is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell any shares or a solicitation of a proxy.

About Quadron:
Quadron, through its wholly owned subsidiaries, provides turn-key extraction and processing solutions for the cannabis industry including proprietary industrial grade equipment, custom build processing facilities, ancillary products, and scientific services. Quadron delivers streamlined, cost-effective and innovative solutions to help licensed growers, producers and processors develop market ready products all to achieve quicker ROI.

For more information, visit: www.quadroncannatech.com

On behalf of the Board of Directors of
QUADRON CANNATECH CORPORATION
Rosy Mondin
CEO
rosy@quadroncannatech.com
Investor Relations Contact:
KIN Communications Inc.
Caleb Jeffries, VP, Investor Relations
1-866-684-6730
QCC@kincommunications.com

About World Class Extractions Inc.
The Company is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, the Company’s results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. The Company can save its clients floor space, utility drying costs, equipment and processing labour costs.

For further information please contact:
Michael McCombie
Chief Executive Officer
Email: mike@wcextractions.com

Neither the CSE nor its Market Regulatory (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as “forward-looking statements”. Forward-looking statements may be identified by words including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions, including the proposed Arrangement will receive the requisite corporate and regulatory approvals, the proposed Arrangement will successfully close as anticipated by management, the holders of, the directors, officers and insiders of Quadron will enter into voting support agreements to vote in favor of the proposed Arrangement and Quadron will hire financial advisors are forward-looking statements and contain forward-looking information. Forward-looking statements are based on certain material assumptions and analysis made by World Class and Quadron and the opinions and estimates of management as of the date of this press release, including that the proposed Arrangement will receive the requisite corporate and regulatory approvals to close, the proposed Arrangement will successfully close on the timeline and on the terms as anticipated by management, market conditions will remain similar to present market conditions, that the directors, officers and insiders of Quadron will not object to signing an agreement to vote their shares in favor of the proposed Arrangement, Quadron will hire financial advisors and that the proposed synergies resulting from the combined entities will occur as stated or at all. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of World Class and Quadron to be materially different from those expressed or implied by such forward-looking statements or forward- looking information. Important factors that may cause actual results to vary, include, without limitation, the proposed Arrangement will not receive either the requisite corporate or regulatory approval to close, the proposed Arrangement will not close on the timeline or on the terms as anticipated by management, that the directors, officers and insiders of Quadron will object to signing an agreement to vote their shares in favor of the proposed Arrangement, Quadron will not hire financial advisors and the proposed synergies of the combined entities will not be realized as stated above or at all. Although


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TORONTO, March 20, 2019 (GLOBE NEWSWIRE) — World Class Extractions Inc. (formerly, CBD Med Research Corp.) (“WorldClass” or the “Company”) is pleased to announce that the Canadian Securities Exchange (the “CSE”) has provided final approval to list the Company’s common shares (“Common Shares”) for trading. The Common Shares will commence trading at the opening of the market on Thursday, March 21, 2019 under the stock symbol “PUMP”. As noted in the Company’s press release of March 11, 2019, the net proceeds of the Company’s $23,000,000 subscription receipt financing have been released to the Company, which leaves it well-capitalized for the conduct of business.

World Class provides complete stationary and mobile cannabis and hemp extraction systems in North America and Europe. Using patent-pending technology, World Class anticipates higher yields of full spectrum cannabis oil at faster rates and larger volumes then current extraction technologies. Its technology was influenced by the petroleum processing industry, and is designed to be an industrial, scalable, continuous flow extraction process that can use both wet and dry cannabis/hemp as inputs.

Michael McCombie, Chief Executive Officer of World Class, stated, “Listing on the CSE is a major milestone for World Class, it allows us to provide liquidity for our loyal existing investors and gives us enhanced access to the capital markets. With our listing achieved, our team can now turn its entire efforts to what really matters – building out our core business, with a view to becoming a leader in the extraction sector.”

Corporate Secretary

The Company is also pleased to announce that, effective immediately, it has appointed Shimmy Posen as its Corporate Secretary. Mr. Posen is a lawyer at Garfinkle Biderman LLP, focused on helping companies go public and raise funds in the capital markets. His areas of expertise are corporate finance, mergers and acquisitions, and securities law. Mr. Posen has previously acted for public and private companies, securities dealers and financial institutions on a number of public and private financings and commercial transactions. Mr. Posen holds a J.D. from Osgoode Hall Law School and a B.A. in Political Science from York University.

Stock Options and Warrants

In addition to the CSE listing, the Company also announces the grant of an aggregate of 10,600,000 stock options and 5,600,000 Common Share purchase warrants to certain directors, officers, employees and consultants. The stock options and warrants each entitle the holders thereof to acquire one Common Share for a period of two years.

About World Class Extractions Inc.

The Company is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. The Company intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, the Company’s results produce higher yields and better-quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. The Company can save its clients floor space, utility drying costs, equipment and processing labour costs.

Information concerning the Company and its previously announced business combination can be found in the Company’s listing statement dated March 14, 2019, which is located at the Company’s profile at www.sedar.com and on the Company’s profile on the CSE website.

Forward-Looking Statements

Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward- looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.


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NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

TORONTO, March 11, 2019 (GLOBE NEWSWIRE) — World Class Extractions Inc. (formerly, CBD Med Research Corp., the “Corporation”) is pleased to announce that it has completed its previously announced business combination with an Ontario corporation formerly known as World Class Extractions Inc. (“Old World Class”).

On February 13, 2019, the Corporation and Old World Class entered into a definitive business combination agreement (the “Business Combination Agreement”) with CBD Acquisition Corp. (“SubCo”), a wholly-owned subsidiary of the Corporation, incorporated for the purpose of the business combination. Pursuant to the Business Combination Agreement, the Corporation changed its name to World Class Extractions Inc. and completed a business combination with Old World Class by way of a three-cornered amalgamation pursuant to which Old World Class amalgamated with SubCo (the “Transaction”). The resulting amalgamated corporation carried on in the name of World Class Extractions (Ontario) Inc. as a wholly-owned subsidiary of the Corporation. Following the completion of the Transaction, the Corporation intends to carry on the business of Old World Class. For the purposes of this press release, the term “Resulting Issuer” means the Corporation following completion of the Transaction.

On February 11, 2019, Old World Class held a special meeting of the shareholders of Old World Class where the shareholders approved the amalgamation with Subco and a split of the issued and outstanding common shares of Old World Class.

Name Change

In connection with the Transaction, and as previously announced in its press release of February 26, 2019, the Corporation effected a share split of its issued and outstanding common shares (“Common Shares”) and changed its name to “World Class Extractions Inc.”

Board of Directors

As part of the Transaction, Gary F. Zak resigned from the Corporation solely in his capacity as Chief Executive Officer, Kenneth Philippe resigned as a director and Chief Financial Officer, and H. Barry Hemsworth resigned as a director of the Corporation. The outgoing management and board of directors were replaced by Michael McCombie (Chief Executive Officer), Donal Carroll (Chief Financial Officer and director), Jon Bridgman (director), Donal Carroll (director), Gary F. Zak (director), Dr. K. Sethu Raman (director) and Binyomin Posen (director). The Corporation wishes to thank Mr. H. Barry Hemsworth and Mr. Kenneth Philippe for their many years of dedicated service.

Escrow Release

Further to a previously announced private placement of subscription receipts (“Subscription Receipts”) of Old World Class for gross proceeds of approximately $23,000,000 (the “Financing”), Old World Class is pleased to announced that it has satisfied the escrow release conditions set out in the subscription receipt agreement dated October 30, 2018 between Old World Class, Garfinkle Biderman LLP, and First Republic Capital Corporation, and that the net proceeds of $20,470,000 have been released to the Corporation.

CSE Listing

The Resulting Issuer’s securities are not currently listed on any stock exchange. The Resulting Issuer has applied to list the common shares in the capital of the Resulting Issuer (“Common Shares”) on the Canadian Securities Exchange (the “CSE”), and conditional approval to list the Common Shares has been granted. The Corporation anticipates that the Common Shares will commence trading on the CSE under the ticker symbol “PUMP”. The Company will provide an update once the CSE has issued a bulletin confirming the date on which trading on the CSE will commence. There is no assurance that the Resulting Issuer will ultimately be able to satisfy the listing requirements of the CSE.

About World Class Extractions Inc.

The Corporation is a Canadian based developer of an innovative extraction process for both the hemp and cannabis industry. The Corporation intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, the Corporation’s results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. The Corporation can save its clients floor space, utility drying costs, equipment and processing labour costs.

Garfinkle Biderman LLP and Morton Law LLP acted for, respectively, Old World Class and the Corporation in connection with the Transaction.

For further information please contact:

Michael McCombie
Chief Executive Officer
Telephone: 416-869-1234
Email: mike@wcextractions.com

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the Transaction, including the listing and trading of the Common Shares on the CSE, changes to laws and compliance with applicable regulations. The forward-looking information contained in this press release is made as of the date hereof, and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking-information. The foregoing statements expressly qualify any forward-looking information contained herein.


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– FSD enters into agreement for right/ option to purchase up to CAD$ 5 million of hemp crop for 5 years commencing in 2019 –

Toronto, February 28, 2019 (CNW) – FSD Pharma Inc. (CSE: HUGE) (OTCQB: FSDDF) (FRA: 0K9) (“FSD” or the “Company”), a licensed producer under the Cannabis Act, announced today that it has entered into a supply and loan agreement (the “Agreement”) with Canntab Therapeutics Ltd. (“Canntab”) and World Class Extractions Inc. (“World Class”) (collectively, the “Purchasers”) to purchase hemp flower from Thomas Elcome (the “Supplier”). Pursuant to the Agreement, the Supplier grants the Purchasers the right and option to purchase up to CAD$ 5.0 million of the Supplier’s hemp crop for a period of 5 years commencing in 2019 at a purchase price of CAD$ 100.0 per kg per 1% of CBD extracted from the flower.

On February 12, 2019, FSD announced that the Company had entered into a three-way supply agreement with Canntab, World Class and the Supplier to purchase up to 1,000 kg of the Supplier’s 2018 organic hemp crop. As with the 2018 hemp crop purchase, the Purchasers intend to extract CBD oil from the 2019-2024 organic hemp crops and process the oil into gel capsules and tablets at the FSD facility in Cobourg, Ontario. The anticipated purchase price for the 2019 crop is CAD$ 1.0 million plus applicable taxes. Of this amount, CAD$ 500,000 will be paid by the Purchasers as a loan to the Supplier in the form of equipment, to be paid back in the form of hemp.

“We intend to take full advantage of the option to purchase up to the maximum total value of organic hemp from Mr. Elcome over the next 5 years beginning with the purchase of CAD $1.0 million of organic hemp in 2019. The hemp industry is expanding at an incredible rate and is expected to grow into a multi-billion dollar industry in North America,” said Dr. Raza Bokhari, Executive Co-chairman & Interim CEO. “Our processing license, received last week, allows FSD to work with Canntab and World Class to process the hemp product into CBD oil, a significant saleable product that can be converted into gel capsules and tablets. Once the edibles legislation is in place later this year in Canada, as we anticipate, FSD will be ready to process and supply the market.”

“On February 19th, Canntab announced that we had begun to convert our interim facilities located within the FSD facility in Cobourg. This latest supply agreement will provide us with a significant amount of CBD oil over the next 5 years, which is required to manufacture our extensive suite of products for sale upon approval by Health Canada. This will include Canntab’s bi-layered hard pill consisting of both instant and extended release to be used in clinical trials to be conducted by Dr. Garbuz, subject to approval by the University of British Columbia Research Ethics Board,” stated Mr. Jeffrey Renwick, Chief Executive Officer of Canntab.

Michael McCombie, CEO of World Class, added, “This is yet another important supply agreement for World Class as it provides us with several years of raw hemp supply that we intend to process into CBD enriched oil and extracts at the FSD Facility. World Class’ continuous flow proprietary extraction technology is perfectly suited to process large scale hemp harvests into full spectrum oil and CBD. World Class is preparing for the next stage of growth for our company as we await approval for our CSE listing. We will have our equipment in place and expect to be processing alongside FSD and Canntab in the coming few months.”

“This supply and loan agreement signed with FSD, Canntab and World Class extends our relationship over several years. The team at our company look forward to providing the highest-quality hemp to meet the needs of our partners in this venture,” said Mr. Thomas Elcome, President of 10975443 Canada Inc.

About FSD Pharma

FSD Pharma is focused on the development of the highest quality indoor grown, pharmaceutical grade cannabis and on the research and development of novel cannabinoid-based treatments for several central nervous system disorders, including chronic pain, fibromyalgia and irritable bowel syndrome. The Company has 25,000 square feet available for production at its Ontario facility with an additional 220,000 square feet currently in development (with an estimated cost of $250 per square foot to be completed in 2019).

FSD facilities sit on 70 acres of land with 40 acres primed for development and an expansion capability of up to 3,896,000 square feet.

FSD’s wholly-owned subsidiary, FV Pharma, is a licensed producer under the Cannabis Act and Regulations, having received its cultivation license on October 13, 2017. FV Pharma’s vision is to transform its current headquarters in a Kraft plant in Cobourg, Ontario into the largest hydroponic indoor grow facility in the world. FV Pharma intends to cover all aspects of this exciting new industry, including cultivation, legal, processing, manufacturing, extracts and research and development.

About Canntab

Canntab Therapeutics is a Canadian cannabis oral dosage formulation company based in Markham, Ont., engaged in the research and development of advanced pharmaceutical-grade formulations of cannabinoids. Canntab has developed patent-pending technology to deliver standardized medical cannabis extract from selective strains in a variety of extended-release/sustained-release pharmaceutical dosages for therapeutic use. In doing so, Canntab has developed a suite of precision oral dose products that are unavailable elsewhere in the marketplace. Canntab’s primary focus is on providing cannabis-based products to medical professionals that can be used to deliver therapeutic treatments to their patients. Canntab trades on the Canadian Securities Exchange under the symbol PILL.

About World Class

World Class was incorporated under the Business Corporations Act (Ontario) on January 25, 2018 as a private company. World Class has developed a unique extraction process to produce quality, potent cannabis extracts. The extraction technology (the “WCE Technology”) uses ultrasound to effectively produce extracts from cannabis and hemp and isolate essential compounds found in plant material. The WCE Technology has a number of advantages over conventional extraction methods, including the ability to: (i) produce higher concentrated compounds; (ii) process larger volumes of cannabis or hemp; (iii) utilize undried cannabis or hemp in the process; (iv) utilize all parts of the cannabis or hemp plants, and, (v) reduce production time.

Forward-Looking Information

Neither the Canadian Securities Exchange nor its regulation services provider accept responsibility for the adequacy or accuracy of this release.

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the development of the company’s indoor cannabis facility and its business goals and objectives. The forward-looking information contained in this press release is made as of the date hereof, and the company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking-information. The foregoing statements expressly qualify any forward-looking information contained herein.


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FSD Pharma Inc (CSE:HUGE) (OTCQB:FSDDF) chief financial officer Donal Carroll will join the board of directors or management of newly-announced World Class Extractions Inc, according to a statement put out Thursday.

World Class is an Ontario-incorporated developer of a cannabis extraction process, which intends to provide single-step continuous-flow extraction services to the hemp and cannabis industries.

Carroll has over 15 years of corporate finance leadership and public company experience, as well as in-depth experience in syndicated investments in equity and debt securities. Throughout his career with Danaher Corporation, Unilever plc, and Cardinal Meat Specialists Ltd, Carroll played roles in major restructuring activities, mergers and acquisitions, and the implementation of new internal controls and enterprise resource planning systems.


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TORONTO, Feb. 13, 2019 (GLOBE NEWSWIRE) — CBD Med Research Corp. (“CBD”) and World Class Extractions Inc. (“World Class”) are pleased to announce, further to the parties’ press release dated August 15, 2018, the execution of a definitive business combination agreement (the “Combination Agreement”) on February 13, 2019 which, subject to certain conditions and applicable shareholder and regulatory approvals, will result in a reverse takeover of CBD by World Class (the “Proposed Transaction”). The resulting issuer that will exist upon completion of the Proposed Transaction (the “Resulting Issuer) intends to apply to the Canadian Securities Exchange (“CSE”) for approval for listing its common shares on the CSE.

About World Class

World Class is a Canadian based, Ontario incorporated, developer of an innovative extraction process for both the hemp and cannabis industry. World Class intends to provide single step continuous flow extraction services to the hemp and cannabis industry. Using patent pending technology, World Class’s results produce higher yields and better quality crude hemp oil at faster rates. The technology allows the extraction of CBD Oil and other related extracts from wet or dried natural plants. World Class can save its clients floor space, utility drying costs, equipment and processing labour costs.

The Combination Agreement

Under the terms of the Combination Agreement, the Proposed Transaction will be completed by way of a “three-cornered amalgamation” under the provisions of the Business Corporations Act (Ontario) (“OBCA”), whereby CBD Acquisition Corp., a wholly-owned subsidiary of CBD, will amalgamate with World Class and continue as one amalgamated corporation (“Amalco”) as a wholly-owned subsidiary of CBD. In connection with the Proposed Transaction, CBD will reconstitute its board of directors and change its name to “World Class Extractions Inc.” or such other similar name as may be accepted by the relevant regulatory authorities (the “Name Change”) and the Resulting Issuer will carry on the business of World Class under the new name.

The Combination Agreement includes a number of conditions, including but not limited to, requisite shareholder approvals (including the approval of the shareholders of World Class and CBD, as applicable), the split of the issued and outstanding common shares in the capital of CBD (“CBD Shares”) on the basis of three (3) post-split CBD Shares for each one (1) pre-split CBD Share (the “CBD Share Split”), the split of the issued and outstanding common shares in the capital of World Class (“WCE Shares”) on the basis of one and one-half (1.5) post-split WCE Shares for each one (1) pre-split WCE Share (the “WCE Share Split”), the issuance of post-split CBD Shares to holders of post-split WCE Shares on a 1:1 basis, approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction, and other closing conditions customary to transactions of the nature of the Proposed Transaction. A special meeting of shareholders of World Class was held on February 11, 2019, at which the shareholders of World Class considered and approved the Proposed Transaction and the WCE Share Split.

CBD is a reporting issuer under the securities laws of the Provinces of British Columbia and Alberta. CBD voluntarily halted trading of the CBD Shares on the TSX Venture Exchange (“TSXV”) on August 7, 2018, pending the completion of the Proposed Transaction. Consequently, the CBD Shares are currently not posted for trading on any marketplace. CBD intends to apply to list the CBD Shares on the CSE under the symbol “PUMP”, and in the event CBD obtains approval from the CSE, the CBD Shares will be delisted from trading on the TSXV immediately prior to the CBD Shares being listed on the CSE, which is expected to occur following the closing of the Proposed Transaction.

Investors are cautioned that, except as disclosed in the listing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Pursuant to the terms of the Combination Agreement, and in connection with the Proposed Transaction:

holders of post-split WCE Shares will receive one (1) fully paid and non-assessable post-split CBD Share for each one (1) post-split WCE Share held; and

all outstanding warrants, broker warrants and options to purchase WCE Shares will be exchanged on an equivalent basis for options and warrants to purchase CBD Shares.
World Class is currently undertaking a non-brokered private placement of subscription receipts (“Subscription Receipts”), at a price of $0.13 per Subscription Receipt (the “WCE Financing”). As of the date hereof, World Class has closed on subscriptions for an aggregate of approximately 175,574,320 Subscription Receipts, for gross proceeds of approximately $22,824,661.55, and may close on further subscriptions prior to completion of the Proposed Transaction. Each Subscription Receipt issued in the WCE Financing will automatically convert into one post-split WCE Share on satisfaction of the conditions set forth in the agreement governing the Subscription Receipts, and will subsequently be exchanged for one (1) post-split CBD Share. Upon the completion of the Proposed Transaction, and without taking into account any Subscription Receipts that may be issued pursuant to the WCE Financing following the date hereof, it is expected that the following groups will hold the following portions of the issued and outstanding CBD Shares: (i) the former holders of WCE Shares will hold 53.0%; (ii) the former holders of Subscription Receipts will hold 40.4%; and (iii) the former holders of CBD Shares will hold 6.7%.

Management of the Resulting Issuer

Subject to applicable shareholder and CSE approval, upon completion of the Proposed Transaction, the board of directors and management of the Resulting Issuer will be comprised of the following individuals:

Michael McCombie, Age 38, Chief Executive Officer

Mr. McCombie has spent over 15 years in the entertainment industry, where he worked with award-winning rap musicians across North America. Mr. McCombie is an experienced entrepreneur with expertise in marketing and early stage companies. Michael has knowledge of the cannabis industry along with direct connections to entertainers with strong brand recognition.

Donal Carroll, Age 43, Chief Financial Officer and Director

Mr. Carroll has over 15 years of corporate finance leadership and public company experience, as well as in-depth experience in syndicated investments in equity and debt securities. Throughout his career with Danaher Corporation, Unilever PLC, and Cardinal Meat Specialists Ltd., Mr. Carroll was instrumental in major restructuring activities, mergers and acquisitions, and the implementation of new internal controls and enterprise resource planning systems. Mr. Carroll is currently the Chief Financial Officer of FSD Pharma Inc. (CSE: HUGE). He also serves as Director of Bird River Resources Inc., a natural resources company focused on the energy sector. Mr. Carroll holds a CPA-CMA designation as well as a Bachelor of Commerce degree from University College, Dublin.

Jon Bridgman, Age 76, Director

Mr. Bridgman brings over 50 years of investment and financial experience with three major Canadian brokerage firms and a major U.S. insurance company. He also has an entrepreneurial background, having cofounded seven businesses. From 1988 to 1992, Mr. Bridgman owned J. Bridgman Consulting, a corporate finance consulting firm, and from 1991 to 1992, served as Director of US Marketing with Eco Corporation. Mr. Bridgman also served as Executive Vice President of Rampart Mercantile, Inc. from 1993 to 1994. From 1994 until he became associated with American Entertainment Group Inc., he served as President and Chief Executive Officer of United Mercantile, Inc., a private consulting firm. He also served as Vice President of Corporate Affairs of American Entertainment Group Inc. (American Entertainment Gr) since September 1995. Mr. Bridgman has experience in mergers and acquisitions and has held senior positions at companies such as United Mercantile, Inc., Midland Walwyn Inc., and Aetna Inc. Mr. Bridgman presently serves as Director of Eclipse Capital, Inc., and has been Director of Rampart Mercantile, Inc. since May 18, 2000 and Green Environmental Technologies Inc., since November 2008. Mr. Bridgman attended Concordia University of Montreal, Quebec and the University of Manitoba. He is President of United Mercantile, Inc. and holds the FCSI designation. He is also a member of the Rotary International (District 7090).

Gary F. Zak, Age 63, Director

Mr. Zak attended Camsoun College and is a business consultant with 35 years of public company management experience.

Sethu Raman, Age 79, Director

Dr. Raman holds a Ph.d Geology from Carleton University and has 45 years of international experience in all phases of exploration and mine development.

Binyomin Posen, Age 27, Director

Mr. Posen is a Senior Analyst at Plaza Capital, where he focuses on corporate finance, capital markets and helping companies go public. After three and a half years of studies overseas, he returned to complete his baccalaureate degree in Toronto. Upon graduating (on the Dean’s List) he began his career as an analyst at a Toronto boutique investment bank where his role consisted of raising funds for IPOs and RTOs, business development for portfolio companies and client relations.

Additional Information

All information contained in this press release with respect to World Class and CBD was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

The CBD Shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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

For additional information on World Class Extractions Inc.:

Michael McCombie
Chief Executive Officer
Telephone: 416-869-1234
Email: mike@wcextractions.com

For additional information on CBD Med Research Corp.:

Gary F. Zak
Chief Executive Officer
Telephone: (604) 802-7551
Email:gzak1@shaw.ca

Forward-Looking Statements

This news release contains “forward-looking information” within the meaning of applicable securities laws including statements regarding the terms and conditions of the Proposed Transaction, the listing of the Resulting Issuer shares on the CSE, as well as information relating to CBD. The information about CBD contained in the press release has not been independently verified by World Class. Although World Class believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because World Class can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that a closing condition to the Proposed Transaction is not satisfied or is not satisfied on a timely basis including, without limitation, the failure to obtain the requisite shareholder approvals, World Class being unable to complete the WCE Share Split, CBD being unable to complete the CBD Share Split, the failure to obtain CSE listing approval or the failure to obtain all requisite regulatory approvals. The statements in this press release are made as of the date of this release. World Class undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of World Class, CBD, their securities, or their respective financial or operating results (as applicable).


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– FSD enters into 3-way supply agreement to purchase up to 1,000 kg of 2018 hemp crop –

Toronto, February 12, 2019 (CNW) – FSD Pharma Inc. (CSE: HUGE) (OTCQB: FSDDF) (FRA: 0K9) (“FSD”), a licensed producer under the Cannabis Act, announced today that it has entered into a supply agreement (the “Agreement”) with Canntab Therapeutics Ltd. (“Canntab”) and World Class Extractions Inc. (“World Class”) (the “Purchasers”) to purchase hemp flower from Thomas Elcome (the “Supplier”). Pursuant to the agreement, the Purchasers have agreed to buy approximately 1,000 kg of the Supplier’s 2018 hemp crop at a purchase price of $100.00 per kg per 1% of CBD extracted from the flower.

Working alongside Canntab and World Class, FSD will extract CBD from the organic hemp obtained in the purchase order. The Purchasers will process the hemp flower into gel capsules and tablets at the FSD facility in Cobourg, Ontario. This facility is currently being transformed into a large hydroponic indoor cannabis production and processing facility, with multiple business units co-supporting each other and operating under a single roof to exploit economies of scale and operational efficiencies.

The Purchasers are in the process of executing a second agreement with the Supplier for the right and option to purchase the Supplier’s entire 2019 hemp crop and beyond.

“We look forward to working with Canntab, World Class and Mr. Elcome to obtain and produce high-quality hemp and hemp derived products in this burgeoning market where the opportunity is sizable across North America,” said Dr Raza Bokhari, Executive Co-chairman & Interim CEO. “FSD recognizes the significant value and revenue potential that hemp holds in the cannabis industry and is confident in the excellence of Mr. Elcome’s product and the abilities of Canntab and World Class to produce.”

“This is an exciting industry where we see tremendous growth potential for our company and is a great opportunity for Canntab to begin processing at the FSD Facility. Our collaboration and profit sharing agreement signed in September provides us with up to 10,000 square feet of space at the facility to build, install and manufacture a suite of novel cannabis oral dose delivery platforms, including gel capsules and tablets, and other types of cannabis-based products, including sleep aids and pain relievers. This agreement allows our three complimentary companies to realize a common goal of creating value for our shareholders,” stated Mr. Jeffrey Renwick, Chief Executive Officer of Canntab.

Michael McCombie, CEO of World Class, added, “World Class expects to begin installing our patent-pending proprietary extraction technology at the FSD’s Cobourg facility following our imminent listing on the CSE. This agreement will provide us with significant raw hemp supply for processing CBD enriched oil and extracts, which will be available for sale by World Class and/or conversion to gel capsules and tablets by Canntab.”

“FSD, Canntab and World Class are ideal companies to make the most of the 1,000 kg of organic hemp crop produced at my farm in Rockwood, Ontario,” said Mr. Thomas Elcome, President of 10975443 Canada Inc. “Preliminary testing has shown an average of 3% CBD and I am confident that we will be able to extract a very high quality and very valuable full spectrum CBD, and that this will be the beginning of a long and mutually beneficial relationship.”

About FSD Pharma

FSD Pharma is focused on the development of the highest quality indoor grown, pharmaceutical grade cannabis and on the research and development of novel cannabinoid-based treatments for several central nervous system disorders, including chronic pain, fibromyalgia and irritable bowel syndrome. The Company has 25,000 square feet available for production at its Ontario facility with an additional 220,000 square feet currently in development (with an estimated cost of $250 per square foot to be completed in 2019).

FSD facilities sit on 70 acres of land with 40 acres primed for development and an expansion capability of up to 3,896,000 square feet.

FSD’s wholly-owned subsidiary, FV Pharma, is a licensed producer under the Cannabis Act and Regulations, having received its cultivation license on October 13, 2017. FV Pharma’s vision is to transform its current headquarters in a Kraft plant in Cobourg, Ontario into the largest hydroponic indoor grow facility in the world. FV Pharma intends to cover all aspects of this exciting new industry, including cultivation, legal, processing, manufacturing, extracts and research and development.

About Canntab

Canntab Therapeutics is a Canadian cannabis oral dosage formulation company based in Markham, Ont., engaged in the research and development of advanced pharmaceutical-grade formulations of cannabinoids. Canntab has developed patent-pending technology to deliver standardized medical cannabis extract from selective strains in a variety of extended-release/sustained-release pharmaceutical dosages for therapeutic use. In doing so, Canntab has developed a suite of precision oral dose products that are unavailable elsewhere in the marketplace. Canntab’s primary focus is on providing cannabis-based products to medical professionals that can be used to deliver therapeutic treatments to their patients. Canntab trades on the Canadian Securities Exchange under the symbol PILL.

About World Class

World Class was incorporated under the Business Corporations Act (Ontario) on January 25, 2018 as a private company. World Class has developed a unique extraction process to produce quality, potent cannabis extracts. The extraction technology (the “WCE Technology”) uses ultrasound to effectively produce extracts from cannabis and hemp and isolate essential compounds found in plant material. The WCE Technology has a number of advantages over conventional extraction methods, including the ability to: (i) produce higher concentrated compounds; (ii) process larger volumes of cannabis or hemp; (iii) utilize undried cannabis or hemp in the process; (iv) utilize all parts of the cannabis or hemp plants, and, (v) reduce production time.
Forward-Looking Information

Neither the Canadian Securities Exchange nor its regulation services provider accept responsibility for the adequacy or accuracy of this release.

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the development of the company’s indoor cannabis facility and its business goals and objectives. The forward-looking information contained in this press release is made as of the date hereof, and the company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking-information. The foregoing statements expressly qualify any forward-looking information contained herein.


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TORONTO, Dec. 6, 2018 /CNW/ – FSD Pharma Inc. (“FSD Pharma”) (CSE: HUGE) (OTCQB: FSDDF) (FRA: 0K9), which, through its wholly-owned subsidiary, FV Pharma Inc. (“FV Pharma”), is a licensed producer pursuant to the Cannabis Act, announced today that it has entered into a definitive Collaboration and License Agreement (the “Agreement”) with World Class Extractions Inc. (“World Class”), a company that has developed a unique extraction process designed to produce quality, potent cannabis extracts. World Class is also in the process of completing its own previously announced reverse takeover of CBD Med Research Corp. (the “RTO”), and submitted its initial listing application to the Canadian Securities Exchange (the “CSE”) late last week.

Under the terms of the agreement and a related lease, FSD Pharma will provide World Class with space at its 620,000 square foot facility in Cobourg, Ontario (the “FSD Facility”), assist it in obtaining an extraction license from Health Canada, and provide World Class with the raw cannabis needed to produce cannabis extracts. In return, World Class will provide FSD Pharma with certain royalty rights over the profits derived from the sale of those cannabis extracts.

FSD Pharma will provide World Class with up to 5,000 square feet of space at the FSD Facility (the “World Class Premises”). World Class will build and install, at its expense, its own manufacturing facility within the larger FSD Facility, at which it intends to extract and process CBD enriched oil and other extracts (the “World Class Products”). In addition, FSD Pharma will assist World Class in preparing an application to Health Canada under the Cannabis Act to obtain the necessary license (the “License”) to carry out its cannabis extraction activities. In particular, FSD Pharma will assist with the following components of the application:

a) drafting, or coordinating drafting of, all application materials;
b) sourcing all necessary third-party consultants required to prepare the application, and;
c) communicating with Health Canada throughout the application process.

FSD Pharma will, through FV Pharma, also provide World Class with substantial assistance in producing the World Class products. During the period prior to World Class obtaining the License, the parties will produce the World Class products under a license that FV Pharma intends to obtain. In addition, FSD Pharma will provide World Class with all of the raw cannabis needed to produce the World Class Products, both before and after World Class obtains the License.

As consideration for the significant assistance provided by FSD Pharma, there will be no capital obligations required. All considerations will be paid in the form of a tolling fee structure whereby World Class will retain 7% of the value of all World Class Products produced at the World Class Premises, which will be payable, at World Class’s option, in cash or World Class Products.

Rupert Haynes, CEO of FSD Pharma commented, “FSD Pharma has entered into this agreement to take advantage of World Class’s proprietary WCE Technology, which we believe provides us with a competitive advantage due to its unique benefits, such as the ability to process live and wet cannabis plants in their entirety. Under the terms of the agreement, we will have access to the highest quality CBD extracts produced from our own indoor, hydroponically-grown cannabis plants. We intend to work closely with the World Class team to help expedite the application process and the granting of the company’s extraction license from Health Canada.”

Michael McCombie, CEO of World Class stated, “Setting up our operations in the FSD Pharma facility ensures that we have access to both a steady supply of quality cannabis plants for processing and to a team of experts in the license application process. We expect to be listed on the CSE shortly and will be setting up our operations at the FSD Pharma facility in early 2019. This is an exciting time for World Class to be entering the cannabis marketplace with our patent-pending proprietary WCE technology and to be supplying the growing market for CBD extracts.”

About FSD Pharma

FSD Pharma is focused on the development of the highest quality indoor grown, pharmaceutical grade cannabis and on the research and development of novel cannabinoid-based treatments for several central nervous system disorders, including chronic pain, fibromyalgia and irritable bowel syndrome. The Company’s phase one growth plan involves the development of 25,000 square feet of indoor grow space at its Ontario facility and an additional 220,000 square feet, which pending approval by Health Canada, is expected to be operational in the first quarter 2019.

FSD facilities sit on 72 acres of land with 40 acres primed for development and an expansion capability of up to 3,896,000 square feet.

FSD’s wholly-owned subsidiary, FV Pharma, is a licensed producer of cannabis having received its cultivation license under the Access to Cannabis for Medical Purposes Regulations (ACMPR) on October 13, 2017 and is now operating under the recently enacted Cannabis Act. FV Pharma vision is to transform its current headquarters in a Kraft plant in Cobourg, Ontario into the largest hydroponic indoor grow facility in the world. FV Pharma intends to cover all aspects of this exciting, new industry, including cultivation, legal, processing, manufacturing, extracts and research and development.

About World Class

World Class was incorporated under the Business Corporations Act (Ontario) on January 25, 2018 as a private company. World Class has developed a unique extraction process to produce quality, potent cannabis extracts. The extraction technology (the “WCE Technology”) uses ultrasound to effectively produce extracts from cannabis and hemp and isolate essential compounds found in plant material. The WCE Technology has a number of advantages over conventional extraction methods, including the ability to: (i) produce higher concentrated compounds; (ii) process larger volumes of cannabis or hemp; (iii) utilize undried cannabis or hemp in the process; (iv) utilize all parts of the cannabis or hemp plants, and, (v) reduce production time.

Forward-Looking Information

Neither the Canadian Securities Exchange nor its regulation services provider accept responsibility for the adequacy or accuracy of this release.

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the development of the Corporation’s indoor cannabis facility and its business goals and objectives. The forward-looking information contained in this press release is made as of the date hereof, and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking-information. The foregoing statements expressly qualify any forward-looking information contained herein.


About

World-Class Extractions

World-Class Extractions is a Canadian-based publicly traded company which operates through two vertically integrated subsidiaries: Soma Labs Scientific and Greenmantle Products. From proprietary industrial-grade equipment, custom-build processing facilities, ancillary products and scientific services – World-Class Extractions provides scalable extraction and processing solutions for the cannabis and hemp industries – From Green to Gold.
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