OAKLAND, Calif. and TORONTO, Oct. 19, 2020 /CNW/ - PRESS RELEASE - Harborside Inc., a California-focused, vertically-integrated cannabis enterprise, has reached a definitive agreement to acquire 50.1% of the equity of FGW Haight, Inc., a California corporation which has the conditional use approval necessary to operate a cannabis dispensary and related businesses in the Haight Ashbury area of San Francisco, Calif.

The acquisition further expands Harborside's footprint in the state of California, solidifying a strong presence in the historical and culturally significant Haight-Ashbury district of San Francisco.

"We're thrilled to be bringing Harborside's reputation for high-quality products and excellent retail experiences to the iconic Haight-Ashbury district," said Peter Bilodeau, chairman and interim CEO of Harborside. "Upon completion of the acquisition, build-out and receipt of all necessary approvals, our latest retail location will seamlessly blend elevated, contemporary-industrial architecture with the best-in-class service and unbeatable product selection that Harborside has become famous for. We're excited to continue engaging with our consumers and delivering strong value for our shareholders."

Under the terms of the agreement, Harborside will pay an aggregate purchase price of USD $2,179,350 (subject to purchase price adjustments) based on a post build-out and proforma working capital enterprise value of USD $4,350,000. The purchase price will be comprised of: (a) USD $1,265,000 as consideration for convertible notes of FGW entitling the company to such number of underlying shares equal to 29.1% of the shares; and (b) the balance of the purchase price in multiple voting shares valued at CAD$125 per MVS as consideration to certain selling shareholders of FGW for 21% of the issued and outstanding shares.

Harborside has also agreed to purchase an additional 29.9% of the issued and outstanding shares to get to an 80% ownership of FGW, subject to regulatory approvals. The aggregate purchase price for the subsequent shares will be USD $1,300,650, which will be satisfied in MVS valued at the greater of: (i) the 30 day VWAP of the subordinate voting shares of the company on the Canadian Securities Exchange (CSE) at the time of issuance less a discount multiplied by 100; (ii) C$150 per MVS; or (iii) such other price as may be approved by the CSE .

Lastly, Harborside will also have a right of first refusal to purchase, in its discretion, in whole or in part and in one or more closings, the remaining 20% of the shares, subject to regulatory approvals.

The acquisition is subject to certain material closing conditions, including approvals from regulatory authorities and the CSE. There can be no assurance that the transaction will be completed on the current terms or at all. Closing of the acquisition is expected to occur on or before Oct. 31, 2020.

This week, Michigan Gov. Gretchen Whitmer signed multiple “clean slate” bills into law that will automatically expunge criminal records for those convicted of certain cannabis-related offenses. Elsewhere, in Illinois, the state announced that the first eight months of adult-use cannabis sales have generated more than $100 million in tax revenue.

Here, we’ve rounded up the 10 headlines you need to know before this week is over.

• Federal: A multi-disciplinary team of seven North American universities and federal laboratories, led by Dr. Jeb Fields at the Louisiana State University Agricultural Center, is seeking input from growers and growing media manufacturers/suppliers across the continent, representing multiple sectors and demographics, to identify needed innovations and constraints when producing specialty crops with soilless substrates. The United States Department of Agriculture Specialty Crops Research Initiative awarded the researchers a planning grant, which the group plans to use to reimagine and redefine soilless substrate science to better meet the expanding range of crops and productions systems that are transitioning from traditional field soils into soilless substrates. Read more
• Colorado: The USDA’s National Institute of Food and Agriculture program has granted Colorado State University Pueblo $275,000 to develop its Industrial Hemp Education, Agriculture and Research (InHEAR) program. CSU Pueblo started offering a Bachelor of Science in Cannabis Biology and Chemistry degree this fall, and the grant will allow the school to expand this degree to include hemp agriculture beginning in the fall of 2021. Read more
• Massachusetts: A judge has sided with Cambridge, Mass., in the latest ruling in a lawsuit over the city’s cannabis ordinance, which bars existing medical cannabis operators from receiving adult-use cannabis licenses for two years in order to prioritize social equity applicants. Revolutionary Clinics, a licensed medical cannabis dispensary in Cambridge, sued the city over the two-year licensing delay, and while a judge sided with the company in January, Associate Justice Diana Maldonado has now ruled in favor of Cambridge. Read more
• Michigan: Michigan Gov. Gretchen Whitmer signed multiple “clean slate” bills into law this week that will automatically expunge criminal records for those convicted of certain cannabis-related offenses. The new law will automatically clear the records of those convicted of cannabis-related offenses that would not have been considered a crime after Dec. 6, 2018, when Michigan legalized adult-use cannabis, although it does not apply to felony convictions that carried a sentence of 10 years or more. Read more
• Missouri: The state is inching closer to launching its first medical cannabis sales as EKG Labs, the state’s first licensed testing facility, is testing cannabis for BeLeaf Medical, the state’s first licensed cultivator. BeLeaf co-founder John Curtis told St. Louis Public Radio that while the initial batch submitted to EKG is not large enough to stock dispensary shelves, he expects to send a second batch for testing and have product ready for sale at BeLeaf’s store within the next couple of weeks. Read more
• Mississippi: Gov. Tate Reeves has signed legislation that allows the state’s patients to access FDA-approved cannabis medications. The move comes weeks before voters head to the polls to decide on two competing ballot measures that would legalize medical cannabis in the state. Read more
• New Mexico: Ultra Health, a New Mexico cannabis company, has successfully filed a Writ of Mandamus against the New Mexico Department of Health (NMDOH) asking the court to rescind an NMDOH mandate that added additional requirements for reciprocal patients to participate in the New Mexico Medical Cannabis Program. Santa Fe District Court Judge Matthew Wilson prepared the Writ and signed it on Oct. 13, invalidating the NMDOH mandate and Emergency Rule that attempted to disallow qualified reciprocal participants from accessing New Mexico’s Medical Cannabis Program. Read more
• Illinois: The first eight months of adult-use cannabis sales in Illinois have generated more than $100 million in tax revenue. Total adult-use sales have reached more than $431 million since launching in January, reaching a new monthly record of nearly $68 million in September. Read more
• Washington, D.C.: D.C. councilmembers have introduced a bill that would allow returning citizens to work in the medical cannabis industry. The legislation would repeal a rule included in the Legalization of Marijuana for Medical Treatment Initiative of 1999 that prevents anyone with a felony conviction or misdemeanor cannabis offense from working at a medical cannabis cultivation center or dispensary. Read more
• International: Colombia’s legislature is discussing several initiatives that seek to regulate production and consumption of cannabis for recreational purposes among adults, and the Congress of Colombia has advanced two bills that would regulate adult-use cannabis. On Sept. 16, the first committee of the Lower House approved the first debate with a narrow vote of 18-17, allowing the first bill to move forward to the plenary of the Lower House. Separately, a group of 38 lawmakers of the opposition and the center-right parties led by Sens. Gustavo Bolivar and Luis Fernando Velasco submitted a second congressional bill that aims to regulate marijuana production and consumption. Read more

Multistate cannabis operator Cresco Labs is committed to being a responsible player in the rapidly growing industry, and has now set out to help other companies build brands the right way through the release of its Responsible Advertising and Marketing Standards (RAMS).

The advertising and marketing code, which was made public Oct. 8, includes a set of guiding principles to ensure that Cresco markets and promotes its brands and products responsibly. The standards include guidance on commercial communications to help prevent underage appeal and ensure companies make appropriate claims about cannabis’s benefits. The code also offers best practices for consumer-facing promotional events and merchandising.

Here, Cresco CCO Greg Butler and SVP of Brand Marketing Cory Rothschild share why the company developed and published these standards, as well as how they will ultimately benefit the industry as it continues to grow.

Melissa Schiller: Why did Cresco develop these standards? What was the company’s overall goal in releasing these to the industry?

Photos courtesy of Cresco Labs

Greg Butler: The reason why we wanted to publish this is, as we look to the end of this year and into next year, what we expect to see in the U.S. cannabis market is an increase in investment across all companies in building their brands. There are a couple key trends driving that. One is competition that continues to grow, so everyone is fighting to grow their brand with customers. The second is companies are strengthening their financial positions. They’re able to invest more in brands. And then the third is we’re also seeing more opportunities for cannabis brands to invest in marketing, so there are more ways they can spend money. With that, there are a lot of tailwinds that are driving toward more spend for brands in the space.

As we looked at it, as we’re competitive and we expect everyone to be competitive, we wanted to create some guidelines that set a series of best practices to ensure that we’re building brands the right way and that it’s always in service of what’s best for consumers.

Cory Rothschild: We obviously operate under different laws and regulations in every state that we compete in. Foundationally, we do believe that there are some standards that shouldn’t change or vary depending on where you’re talking about cannabis. Even in certain states that have more relaxed laws, there are certain things when it comes to conversations around promoting responsible consumption or avoiding underage-appealing imagery. Those don’t change, and we must commit to those as an industry, not even just as a company, if we’re going to build a category that not only reaches its potential, but does what is best for consumers along the way.

MS: What do Cresco’s Responsible Advertising and Marketing Standards entail? What are some key best practices that are outlined in these standards?

CR: If you look at our guidelines, in some ways, it’s just some things that shouldn’t even be up for debate, from [the fact that] you should never advertise to a minor to how [to] display pictures of people and images in your ads to the claims that you make, and then how do you run events to ensure we’re doing everything in our ability to operate in a way in which a young consumer wouldn’t see our marketing? So, the gambit of our code reaches everything from media through to experience.

MS: What was the overall process like for developing these standards?

CR: It started with developing our own internal standards and adhering to those in all the work that we do on an ongoing basis. Our company is founded on being professional and helping to normalize the industry, and what that [means] is holding ourselves to standards that are above what is being asked of us. So, we developed this set of norms to what we felt was appropriate and to what we believed was the right way to operate our business.

We did look to other codes and responsible use practices that exist in the broader CPG space, whether that’s in alcohol or pharmaceuticals, to look to how we could set our own industry standards above and beyond the regulations that are imposed on us currently to make sure that we are proactively building the right category.

MS: How will these standards help prevent underage consumption?

Cresco SVP of Brand Marketing Cory Rothschild

CR: I would hope that these standards are overwhelmingly a no-brainer for most people. We hope that people nod as they read them because they seem reasonable and responsible. So, to point to a few—one is that when we show individuals in our advertising, those people should be over the age of 21, and that should be made clear in the ways in which they’re shown. This is something that’s commonly practiced across other CPG categories where there are age restrictions around usage, and there’s no reason we shouldn’t be doing the same. There are examples within our industry where there are underage individuals being shown or at least seemingly underage individuals being shown in advertising that wouldn’t be appropriate.

The other piece is showing imagery that would be somehow juvenile, whether that’s a logo, an endorsement, [or] some sort of imagery or dress that connotates use or young culture. That’s not appropriate to connect to cannabis when you’re building and making advertising. That’s something that we believe is common sense, but it’s worth us committing to as a group because we know that this is a product that can have an appeal to underage individuals if frequently shown in advertising.

MS: How will these standards help Cresco and other cannabis advertisers make appropriate claims about cannabis’s benefits?

GB: One of the things that’s difficult in an industry like cannabis is you don’t have a lot of FCC guidelines or health and safety guidelines of what product claims you can or cannot make. There isn’t a lot of oversight for brands that are making claims. As you think of an industry that’s brand new with consumers, you don’t want to allow brands to make misleading statements that might cause confusion or even misuse of products. So, in a world where you’re not governed by bodies that ensure you’re using clinical trials, we want to encourage everyone to be responsible on how they make or allude to product claims associated with product.

MS: How do the standards help establish best practices for promotional events and merchandising?

CR: I think the part that is unclear at the local level is, how should companies interact with people who are under 21 with product? Of course, if you’re hosting an event in California that has a license to sell cannabis, that’s a 21-and-over event by definition and is obviously associated with ID checking and all kinds of age gating, but that’s not the case when you’re putting up a booth at a community fair or a booth at an arts festival. These are all things [where] anyone can have a booth or show up, and you have to make judgement calls around whether or not you’d like to participate in those events. Then, when individuals at the event want to approach your booth and have a conversation with your company, how do you make sure you’re having appropriate conversations with appropriate individuals?

A lot of the code is trying to fill in some of those gray spaces that we’ve run into as a company on a daily basis as we try to do different events in different states. These are meant to be a complement to existing regulation and law as opposed to either rewriting or stating the obvious.

An example of Cresco's advertising for its Liquid Live Resin

MS: How will these standards be distributed, or how do you hope they will be adopted by the industry?

GB: Our hope by publishing them is that it’s somewhat of a call to action. We hope that everyone looks at their own business and maybe finetunes and creates their own [standards]. While we’re all building our brands, we all want to do it the right way, so we’ll make [our standards] publicly available on our website for anyone who wants to read [them], and our only real objective on this is that others read, understand and adapt to it or their own version.

CR: Just to build on that, we’ve gotten a great response from other businesses that are interested in partnering, and we’re just beginning to have some of those conversations. My hope is that this becomes bigger than just Cresco Labs, as Greg mentioned, and that it pushes us to work together as an industry to build what’s right for our category. We [want to] continue to open more and more opportunities with partners in the media space, vendors [and] agencies so that more people are able to participate in cannabis and we can have greater and better marketing overall.

Editor’s Note: This interview has been edited for style, length and clarity.