Voyager Life & Northern Leaf
Aquis Stock Exchange-listed CBD company Voyager Life has announced plans for a merger with Jersey-based medical cannabis cultivator Northern Leaf.
The proposal, which has come as a surprise to many investors, would value the newly combined entity at £5m based on Voyager’s current share price, assuming a ‘deferred consideration’ is paid in full.
It is also considered a ‘rescue of a company that is in serious financial difficulty’, and is contingent on Voyager being able to raise enough working capital via an upcoming fundraise.
Under the terms of the deal, Voyager would give up to 33,900,000 of their own shares to Northern Leaf’s shareholders as payment for the merger, 10,000,000 of which would be granted upfront, with a further 2,000,000 additional shares granted to investors who keep their shares for at least six months.
The remaining 21,900,000 shares will be given to shareholders based on Northern Leaf’s future revenue. If the cultivator generates at least £2m in revenues by March 31 2025, a ‘certain number of shares’ will be granted, increasing proportionally based on revenue performance up to £5m.
According to Voyager’s CEO Nick Tulloch, this merger is ‘structured to reward and incentivise Northern Leaf shareholders who remain as long-term holders of the group whilst matching the valuation against the future expected performance of the business’.
He added that Northern Leaf’s 100,000sq ft indoor growing facility has ‘already commenced sales of medical cannabis’ and is ‘well positioned to develop new customer channels in the next 12 months’.
Northern Leaf’s new CEO Geoff Eyre said that this merger will finally ‘deliver on our long-standing commitment to bring Northern Leaf onto the listed markets’.
However, the company will have some serious questions to answer about the handling of its finances before it can regain investor confidence.
The company has been attempting to launch an IPO on the London Stock Exchange since March 2021, when it secured £14m in what was billed as a ‘pre-IPO fundraising round’.
Two years later, after relative radio silence from the company, Business of Cannabis reported that the company was aiming to raise a further £3m in pre-IPO funding in preparation for its UK listing.
This funding was successfully secured in April through a preference share issue, and according to an update from September 2023, the company raised a ‘further at least £1m of pre-IPO money’ via a loan note.
SEED Innovations invested a total of £600,000 in the company during its initial 2021 fundraise ‘as part of a pre-IPO funding round on the understanding that an IPO was achievable in the near-term’.
The ‘carrying value’ of this investment has, according to an RNS from December, had been reduced to just £13,000, yet ‘based on the terms of the merger’ will be further reduced to £5000.
It said in December: “SEED invested in Northern Leaf in 2021 based on its promises of an imminent IPO. As investors ourselves, we understand as well as anyone how fundraising challenges and limited liquidity across the UK market have exerted significant pressure on companies attempting to come to market in the recent period.
“That said, we are extremely disappointed in Northern Leaf’s founding management and their advisors in not taking advantage of what were clear opportunities during 2021 and early 2022 for a liquidity event. We are reviewing all our options, including seeking legal advice as appropriate.”
Stenocare
Danish medical cannabis company Stenocare has seen its stock skyrocket over 70% this week after it received the green light from Australian authorities to launch a new product in the market.
The news came just weeks after Stenocare announced that it had received approval to sell another medical cannabis product in its home country.
Stenocare, which now has operations in Denmark, Germany, the UK, and Australia, informed investors this week (March 12) that its balanced ‘25-25’ oil product has received approval in Australia and is set to be available for patients in Q1 this year.
The company launched a similar balanced ‘12.5-12.5’ oil product in Australia in the second half of 2022 and announced in November last year that due to a ‘stronger than expected sales performance’, it was planning to expand its product range in the region.
These plans have now come to fruition and will enable Stenocare to ‘address a larger group of patients compared to the first 12.5-12.5 oil product’.
Australia is a ‘major growth market’, Stenocare stated in a press release, which now has a medical cannabis market comparable to that of Germany, by far Europe’s biggest market, and is expected to grow significantly over the coming years.
Stenocare’s CEO, Thomas Skovlund Schnegelsberg, said: “In our highly regulated industry it is always extra special when a new product is approved by the health authorities and is made available for patients.
“The news today is particularly special because we are entering the market with a new product through our Australian partners and their online clinic. We expect this will both address more types of treatment and reach more patients in the year to come.”
With the second product now coming online, Stenocare says Australia ‘has real potential to become the second-best-performing’ market in 2024, with sales targets of DKK15m.
In February, Stenocare similarly saw its stock price spike after receiving approval from the Danish Medicines Agency to launch a third cannabis oil into its Pilot Programme, meaning it had ‘regained the position of exclusive provider of all three essential oil products’.
For the year-to-date, Stenocare’s stock has now increased by over 130%.
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