Living the Smart Way in Calgary with CM Clinics
November 10th, 2016
CM Clinic spends some valuable time with the community at the 55+ Lifestyles Show in Ottawa
September 29th, 2016
In the attached picture a major Rheumatologist stopped by our booth and a few pictures were taken. He was telling me how little cannabis therapy is being used due only to lack of knowledge to its’ effect and experience within the medical community especially the GP/Family doctor. They get no exposure and usage in their medical training even though they are prescribing numerous narcotics to many patients later on the same day but will not go or recommend cannabis therapy because they know nothing of or have no knowledge of helpful clinics like CMC. No problem; the possibilities will become endless over the next 2 years…this makes so much sense as the GP population will have to increase their knowledge as ‘standards of care’ is a benchmark in any and all therapies especially pain (the #1 medical problem in Canada and the world)…cannabis therapy looms large on this agenda and very near the top.
This is only the half of it. I saw over 200 people in the past two days and the experiences, stories and direction given (and these are older people) along of course with our referral slip literally turned heads and influenced thinking.
Canadian Cannabis Awards Sponsored by Lift Cannabis
September 20th, 2016
The purpose of the Canadian Cannabis Awards is to highlight, unite, and celebrate the exceptional in Canada’s medical marijuana industry. These awards are user-driven, which means that YOU decide the winners.
We have been finalists in the category of “medical clinic” for the past two years and this year we are looking to be number one. Please encourage your colleagues, patients, friends and family to vote for us. You can get more information here: https://events.lift.co/
Health Canada Announces changes to MMPR
August 12th, 2016
CMC is aware of new laws that allow patients to grow their own herbal cannabis as medicine. At this point in time CMC is developing clinic policies to ensure safety, standardization and quality of care. We are seeking opinions from medical authorities such as the Canadian Medical Protection Agency and the College of Physicians and Surgeons of Ontario. We will update our patients when we have a proper policy in place. We appreciate your patience during this process.
Four River to acquire Canabo Medical in RTO
August 11th, 2016
2016-08-08 12:11 ET – News Release
Mr. Alistair MacLennan reports
FOUR RIVER VENTURES LTD. ANNOUNCES PROPOSED REVERSE TAKEOVER WITH CANABO MEDICAL CORPORATION
Four River Ventures Ltd. has entered into a letter of intent dated Aug. 8, 2016, relating to the acquisition of Canabo Medical Corp., a private corporation existing under the laws of Canada. This transaction will be effected through an exchange of securities with all of the security holders of Canabo.
Overview of Canabo
Canabo is a Canadian corporation, incorporated on March 19, 2014. Canabo operates through its wholly-owned subsidiary, 2412550 Ontario Inc., DBA The Cannabinoid Medical Clinic (“CMC”), a private corporation existing under the laws of Ontario and incorporated on March 27, 2014. The principal business carried on and intended to be carried on by Canabo is the operation of medical clinics for evaluating the suitability of, prescribing, and monitoring cannibinoid treatments for patients suffering from chronic pain and disabling illnesses. Clinics operated by Canabo are staffed by physicians and qualified health care practitioners specifically trained to assess patient suitability for cannabinoid treatment, recommend treatment regimes, and monitor treatment progress. Canabo sees patients only on a physician-referral basis. The Marihuana for Medical Purposes Regulations (“MMPR”) requires that medical marijuana must be prescribed by a health care practitioner; however, no cannabinoid products or medical marijuana will be sold at Canabo’s cannabinoid medical clinics (each a “CMClinic”).
Canabo operates seven (7) clinics across Canada, with aggressive plans for future expansion. Canabo plans to capitalize on the growing demand for medicinal marijuana, high-quality patient care, and its research abilities. The main components of Canabo’s operations are:
All patients referred to Canabo are fully assessed and their medical history reviewed prior to their visit to the CMClinic. Following consultation with a CMClinic’s internally-trained physician, patients selected for herbal cannabis products receive an introductory cannabinoid education session with one of CMClinic’s trained cannabinoid educators. These sessions help patients navigate the new medical marijuana regulatory system, providing patient education with respect to treatment with cannabinoids and medical marijuana generally, the different cannabis strains and cannabinoid profiles, and how to access medical marijuana from a Licensed Producer.
Patients of CMClinic are re-assessed for treatment with each prescription renewal appointment. In addition, the effect and success of the treatment on each patient are measured and tracked. CMClinic uses a sophisticated database model to collect treatment efficacy results including in-person, web-based and mobile platforms for patients to provide feedback on the effects of the treatments on their condition. CMClinic tracks efficacy trends on Canabo’s total patient population by condition, severity, treatment, and demographic profiles.
Pursuant to the terms of the Acquisition, Four River will acquire all of the issued securities and control of Canabo, and as consideration, subject to Exchange approval, the Company will issue approximately 20,606,700 common shares (post-consolidation) to the securityholders of Canabo representing, approximately 89% of the issued and outstanding common shares of the Company after completion of the Acquisition (but before the completion of the Private Placement) on the basis of approximately one (1) common share of the Company for each one (1) common share of Canabo outstanding.
The Company currently has 5,072,900 common shares issued and outstanding and 8,562,040 common shares on a fully-diluted basis. As a condition of the proposed transaction, the Company proposes to complete a share consolidation on the basis of two (2) old common shares of Four River for one (1) new common share of Four River. Concurrently with the Acquisition and subject to the approval of the Exchange, the Company intends to complete a private placement of a minimum of 2 million common shares (post-consolidation) of the Company at a price of $0.50 per share, to raise aggregate gross proceeds of at least $1 million (the “Private Placement”). Finder’s fees may be payable in connection with the Private Placement as permitted under the policies of the Exchange. The net proceeds from the Private Placement will be used by the resulting issuer to fund its expansion plan, opening up to six (6) new clinics in the next approximate 12 months and general working capital. In connection with the proposed Acquisition, the Company has engaged Evans & Evans, an independent consulting firm, to review the business of Canabo and prepare a valuation report (the “Valuation Report”).
Upon completion of the Transaction, it is expected that the resulting issuer will meet the public distribution requirements of an Exchange Tier 2 technology or life sciences issuer. Shareholders of the Company and the resulting issuer are expected to comply with any special escrow restrictions as are required to satisfy the Exchange’s minimum listing requirements, as well as to comply with applicable escrow policies of the Exchange. It is also expected that the principals of Canabo will control the resulting issuer. No party involved in the Transaction is a related or non-arm’s length party. No deposit or loan has been made to Canabo.
The Company must either (i) convene a general meeting for the purpose of obtaining shareholder approval to the Transaction, or (ii) obtain written consents from the holders of over 50% of the total issued and outstanding shares of the Company, approving the Transaction, in accordance with the policies of the Exchange (the “Shareholders’ Approval”). The completion of the Transaction will be subject to at least the following mutual conditions precedent:
1. the execution of a definitive agreement (the “Definitive Agreement”); 2. the approval of all matters and documentation in support of the Transaction (including and without limitation, the Shareholders’ Approval and any required approval or consent of the shareholders of Canabo); 3. the receipt of all necessary regulatory, and third party approvals, including the acceptance of the Exchange, and compliance with all applicable regulatory requirements and conditions in connection with the Transaction; 4. the completion of the Private Placement; 5. the appointment of a qualified sponsor, if required by the Exchange; 6. the confirmation of the representations and warranties of each party to the Definitive Agreement as set out in such agreement; 7. the delivery of standard completion documentation; and 8. other conditions precedent customary for securities exchange transactions similar to the Transaction.
In addition to the above listed mutual conditions precedent, the completion of the Transaction is also subject to the following conditions precedent in favour of Canabo: 1. the completion of a satisfactory due diligence review of the Company, its financial condition, operations, assets and liabilities, by Canabo and its professional advisors; 2. the completion of a share consolidation on the basis of two (2) old common shares of the Company for one (1) new common share of Company; and 3. receipt of the approval of the board of directors of Canabo.
In addition to the above listed mutual conditions precedent, and conditions precedent in favour of Canabo, the completion of the Transaction is also subject to the following additional conditions precedent in favour of the Company:
1. the completion of a satisfactory due diligence review of Canabo, including a review of the Valuation Report, by the Company and its professional advisors; and 2. the receipt of audited annual financial statements and reviewed interim financial statements of Canabo by the Company. The conditions precedent in favour of the Company may be waived in whole or in part by the Company and the conditions precedent in favour of Canabo may be waived in whole or in part by Canabo.
The completion of the Transaction is expected to occur on the day that is the seventh business day following the satisfaction or waiver of the conditions precedent or such other date as mutually agreed to by the Company and Canabo, but in any event no later than December 31, 2016. Each of the Company and Canabo will bear its own respective costs and expenses associated with the Transaction. The Company intends to apply for a waiver or an exemption from sponsorship requirements; however, there is no assurance that the Company will be able to obtain this exemption.
Overview of Management and the Board of Directors
It is expected that the management of the resulting issuer will consist of John Philpott as President and Chief Executive Officer, Dr. Danial Schecter as Chief Medical Officer and Rob Randall as Chief Financial Officer and Corporate Secretary. Mr. Philpott, President and Chief Operating Officer of Canabo, has been active in the medical industry for the past two decades, serving as CEO of a leading North American physician recruitment firm. His background includes management and consulting assignments relating to clinic operational efficiencies in wide variety of hospital, clinic and medical research operations.
Dr. Danial Schecter, a Director of Canabo, is a founder, Chief Medical Officer and a Director of CMC and is primarily responsible for supervising the medical consulting services of the operation. After working alongside some of Canada’s leading researchers in the field of medical marijuana, Dr. Schecter developed a strong interest in the therapeutic use of cannabinoids. As a recognized medical expert in the field of prescription cannabinoids and medical marijuana, Dr. Schecter has given numerous presentations to fellow physicians and developed educational programs on this subject. Dr. Schecter is the driving force behind physician training and operating process protocol, oversees cannabinoid educator programs and designed the CMClinic treatment efficacy database and protocols.
Mr. Randall, Chief Financial Officer and Secretary of Canabo, has served as contract CFO for a number of companies listed on the TSX-V over the past five years and has extensive financial experience within the public company environment. He currently serves as CFO for Stockport Exploration Inc. and Metallum Resources Inc. Previously, he was the Corporate Controller with Etruscan Resources Inc. and a principal with PricewaterhouseCoopers.
Board of Directors
It is the intention of the Company and Canabo to establish and maintain a board of directors with a combination of appropriate skill sets that is compliant with all regulatory and corporate governance requirements, including any applicable independence requirements. The board of directors of the Company currently consists of three members. Upon completion of the Transaction, the board of the resulting issuer is expected to be reconstituted to comprise of five members, consisting of Alistair MacLennan, Robert Coltura (current directors of the Company) and Dr. Danial Schecter, Dr. Neil Smith and Ian Klassen (current directors of Canabo).
Change of Name
The Company proposes to change its name on closing to “Canabo Medical Inc.” or such other name as is acceptable to the Registrar of Companies and the Exchange. About Four River Ventures Ltd.
The Company was incorporated in British Columbia on February 2, 2007 and is listed on the NEX division of the Exchange under the symbol “FFC.H”. The Company’s current business is the exploration for mineral resources. The Company does not currently have any ongoing operations and has no material assets other than cash. In accordance with Exchange policy, the Company’s shares are currently halted from trading and are expected to remain halted until after the Exchange accepts and confirms the completion of the Transaction.
We seek Safe Harbor.
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