January 28, 2023

Concerned Australis Shareholders Outline Strategy to Grow Core Cannabis Business and Preserve Shareholder Value

   Concerned Australis Shareholders Outline Strategy to Grow Core Cannabis
                   Business and Preserve Shareholder Value

  Canada NewsWire

  TORONTO, Sept. 24, 2020

  * Australis shareholders who are supportive of Board change are encouraged
    to contact Laurel Hill Advisory Group at 1-877-452-7184, or
    [email protected]  to register their support.

TORONTO, Sept. 24, 2020 /CNW/ - Terry Booth, Lola Ventures Inc., Roger Sykes,
1703469 Alberta Ltd., Duke Fu, Green Therapeutics LLC and Jason Dyck (the "
Concerned Shareholders ") each of whom is a shareholder of Australis Capital
Inc. (" A ustralis " or the " Company ") (CSE: AUSA) are pleased to outline
their strategy to return Australis to its cannabis roots and preserve
shareholder value. 

The mandate of Australis has always been the pursuit of cannabis opportunities
in the United States. However, Australis has lost its way under the misguided
stewardship of the current board of directors (the " Incumbent Board ") and
shareholders have suffered as the result. The Concerned Shareholders still
believe passionately that a bright future for Australis can be achieved,
however, only under the leadership of a new board. With a track record of a
series of failed transactions and careless expenditure of shareholders'
capital without generating any meaningful revenue, the Incumbent Board has
demonstrated a complete lack of vision and inability to execute. Regardless of
what opportunities the Incumbent Board may bring forward at this late date,
how can shareholders have any confidence in their ability to capitalize on
growth initiatives, no matter how attractive they appear to be? The time for
real change is now. In contrast to the Incumbent Board, the Concerned
Shareholders have a plan ready to be implemented that will get Australis back
on track to finally becoming a U.S. cannabis powerhouse.


Since the inception of Australis, the U.S. cannabis landscape has changed
rapidly. The Concerned Shareholders have a vision for the future, taking into
account the shifting environment due to competitive pressures, capital
scarcity, political developments and the COVID-19 pandemic among other
challenges. The Concerned Shareholders understand the U.S. cannabis market,
including the opportunities available to Australis and their shareholders.
Below is a summary of our approach to the growth opportunities in this

U.S. multi-state operators (" MSO "s) have, to-date, focused on building
costly, redundant infrastructure to grow, harvest, manufacture, process,
distribute and sell cannabis products in each state in which they operate. The
existing regulatory environment requires a U.S. operator to treat each state
as a separate market. At the same time, there are many well run single-state
operators struggling to access the necessary growth capital required to reach
a profitable scale.


There is ample opportunity for growth in the U.S. cannabis market, however, a
new business model with the right leadership is needed .

Our vision is to build Australis into a branded products and cannabis
technology company. We intend to achieve this vision by using Australis'
existing investment in Green Therapeutics, LLC's ("GT") to establish a
dominant presence in the Nevada market and expand our footprint to other
states through 4 targeted acquisitions described below. Our focus will be
consolidating assets in the western U.S. while strategically entering the
burgeoning east coast states as adult-use markets come online.

Critical to the success of our strategy is a capital-light approach, that
leverages technology and brands to create partnerships that maximize existing
infrastructure. Superior cannabis growth and processing technology and
sought-after brands will be key to gaining exposure to new markets without
having to acquire costly licenses or build expensive facilities. Under the
leadership of the Concerned Shareholder board nominees (the " Concerned
Shareholder Nominees "), Australis will pursue this strategy by growing its
current cannabis asset base into an integrated national cannabis company.


The Current Board's inability to develop the Company's high quality assets,
does not reduce their value to serve as a launch pad for future growth for a
competent leadership team. Through the acquisition of GT's premier cannabis
brands, licenses, and real estate, Australis has an underutilised beachhead
into the highly lucrative Nevada cannabis market. The Company's existing
portfolio of Nevada assets, including award-winning products with established
brand equity, will serve as the foundation upon which Australis the Concerned
Shareholders Nominees plan to build one of the preeminent manufacturers of
cannabis products in the U.S.

Nevada alone presents a $730 million market opportunity with strong tourist
demand, notable resident cannabis consumer base, and high barriers to entry
given the limited licensing structure. Through GT's grow and extraction
licenses and operations along with their award winning, sought after brands,
Australis has already established a footprint in this market and leveraging
these assets is the most constructive way to create value for shareholders.
There are ample opportunities to broaden the reach of GT's brands by accessing
low-cost biomass and utilizing new technologies either by way of direct
ownership or partnership with another operator. The market dynamics in Nevada
are such that quality flower and biomass are scarce. Combining access to low
cost biomass and extraction capabilities with the well-regarded GT brands we
already own is a winning formula.


In pursuit of a capital light, low cost multi-state strategy, the Concerned
Shareholders are also well-positioned to grow Australis by acquiring new
technologies, intellectual property and cannabis infrastructure, among other
opportunities, and leveraging those assets to solve problems, address untapped
niches, and create value along the way. After extensive research and advanced
negotiations , the Concerned Shareholders have identified several acquisition
targets which are synergistic to Australis' existing cannabis footprint. These
targets allow for growth in new markets, augment the value of the Company's
existing assets and have business models which are inherently capital light,
high margin and poised to exhibit high growth:

  * Target #1 - Processing Technology : proprietary technology solution
    enabling cost savings right at the intersection of cultivation and
    extraction by allowing large quantities of biomass to be processed into
    extracts without trimming or drying.
  * Target #2- Cultivation Technology : state-of-the-art experienced
    cultivation facility engineering, design and technology provider with a
    proven track record of enabling the cultivation of low-cost high-quality
    cannabis at scale. The specific technology involves a proprietary
    supervisory control and data acquisition SaaS product for automating and
    optimizing cannabis cultivation facilities.
  * Target #3 - Cannabis Infrastructure : extraction, product manufacturing,
    distribution and branding capabilities in markets that are complementary
    to Australis' existing footprint such as Nevada, Colorado, California, and
    Oregon. Ultimately the company will also be laser focused on the eastern
    United States as the adult usage market develops in states like
    Pennsylvania, New York, New Jersey and Florida.
  * Target #4 - Cannabis Licenses : cannabis licenses permitting cultivation,
    extraction, and retail in states such as Nevada, Oklahoma, Missouri, and
    Michigan. These license opportunities can either be acquired outright by
    Australis or monetized using other forms of partnership arrangements such
    as profit-sharing joint ventures.

These acquisitions and other steps in line with a value-add capital light
strategy will allow Australis to secure inexpensive biomass from existing and
new client grow facilities.  Using this biomass, Australis will work with
those growers and utilize Australis operated low cap-ex extraction and
manufacturing facilities to produce Australis branded product.

A Proven Track Record of Success

The Concerned Shareholder Nominees are the right team to deploy the strategy
aimed at returning Australis to its cannabis roots. These carefully selected
individuals have significant experience in building reputable companies and
identifying investments that create shareholder value. 

While the Incumbent Board has assumed no accountability for their track record
of failed transactions, the fact remains, they have squandered the plentiful
advantages and resources initially endowed upon them including over $30
million of cash which has since been whittled down to $13 million with little
to show. The Incumbent Board and management wasted Australis assets over the
past two years. In contrast, the Concerned Shareholder Nominees have turned
several companies into multi-million-dollar businesses. The Concerned
Shareholder Nominees are investors, officers and directors of several
companies that achieved success in cannabis and other industries. The
Concerned Shareholders believe that pursuing the strategy, projects and
acquisitions outlined above represents a significantly more attractive
allocation of Australis' cash reserves when compared to any haphazard and
ineffective efforts undertaken by the Incumbent Board.

The Concerned Shareholders are confident that shareholder value can be
maximized by successfully executing the strategy outlined above. Australis
shareholders are being presented with a choice: continue to allow the
Incumbent Board to squander shareholder resources on frivolous and ineffective
strategies or pursue meaningful change, backed by cannabis-savvy entrepreneurs
who have built successful cannabis companies before and are prepared to do it

For further information or to register your support for Board change, please
contact the Concerned Shareholders' shareholder communications advisor, Laurel
Hill Advisory Group, toll free: 1-877-452-7184, International: +1 416-304-0211
outside Canada and the U.S., or by email:  [email protected] .

Additional Information

The information contained in this news release does not and is not meant to
constitute a solicitation of a proxy within the meaning of applicable
securities laws.  In connection with the upcoming annual and special meeting
of shareholders of the Company (the "Meeting"), the Concerned Shareholders
intend to file a dissident information circular in due course in compliance
with applicable corporate and securities laws.

Notwithstanding the foregoing, the Concerned Shareholders are voluntarily
providing the disclosure required under section 9.2(4) of National Instrument
51-102 – Continuous Disclosure Obligations (" NI 51-102 ") and have filed a
document (the " Document ") containing the disclosure required under section
9.2(6) of NI 51-102 in respect of the Concerned Shareholder Nominees in
accordance with securities laws applicable to public broadcast solicitations.
The Document is available under the Company's profile on SEDAR at
www.sedar.com .

This news release and any solicitation made by the Concerned Shareholders in
advance of the Meeting is, or will be, as applicable, made by the Concerned
Shareholders, and not by or on behalf of the management of Australis. All
costs incurred for any solicitation will be borne by the Concerned
Shareholders, provided that, subject to applicable law, the Concerned
Shareholders may seek reimbursement from Australis of the Concerned
Shareholders' out-of-pocket expenses, including proxy solicitation expenses
and legal fees.

The Concerned Shareholders are not soliciting proxies in connection with the
Meeting at this time, and shareholders are not being asked at this time to
execute proxies in favour of the Concerned Shareholders (in respect of the
Meeting). Proxies may be solicited by the Concerned Shareholders pursuant to
an information circular sent to shareholders after which solicitations may be
made by or on behalf of the Concerned Shareholders, by mail, telephone, fax,
email or other electronic means as well as by newspaper or other media
advertising, and in person by the Concerned Shareholders, who will not be
specifically remunerated therefor. The Concerned Shareholders may also solicit
proxies in reliance upon the public broadcast exemption to the solicitation
requirements under applicable Canadian corporate and securities laws, conveyed
by way of public broadcast, including through press releases, speeches or
publications, and by any other manner permitted under applicable Canadian
laws. The Concerned Shareholders may engage the services of one or more agents
and authorize other persons to assist in soliciting proxies on behalf of the
Concerned Shareholders.

The Concerned Shareholders are not requesting that Australis shareholders
submit a proxy at this time. If and when the Concerned Shareholders commence a
formal solicitation of proxies in connection with the Meeting, proxies may be
revoked by a registered holder of the Company's shares (i) by completing and
signing a valid proxy bearing a later date and returning it in accordance with
the instructions contained in the accompanying form of proxy; (ii) by
depositing an instrument in writing executed by the shareholder or by their
attorney authorized in writing, as the case may be: (a) at the registered
office of the Company at any time up to and including the last business day
preceding the day the Meeting or any adjournment or postponement of the
Meeting is to be held; or (b) with the Chairman of the Meeting prior to its
commencement on the day of the Meeting or any adjournment or postponement of
the Meeting; or (iii) in any other manner permitted by law.  If and when the
Concerned Shareholders have commenced a formal solicitation of proxies in
connection with the Meeting, proxies may be revoked by a non-registered holder
of the Company's shares at any time by written notice to the intermediary in
accordance with the instructions given to the non-registered holder by its

None of the Concerned Shareholders or the Concerned Shareholder Nominees or,
to their knowledge, any of their associates or affiliates, (I) has any
material interest, direct or indirect, in any matter proposed to be acted on
at the Meeting, other than the election of directors or (ii) has had any
material interest, direct or indirect, in any transaction or proposed
transaction since the commencement of the Company's last financial year that
has materially affected or could materially affect the Company or any of its
subsidiaries (if applicable) other than as set forth below in respect of Dr.

Green Therapeutics, LLC, a company in which Dr. Fu owns, directs or controls
49.5% of the shares, completed a transaction with Australis in May 2019 to
acquire Green Therapeutics, LLC's Tsunami™, Provisions™, and GT Flowers
cannabis brands, certain operating assets, intellectual property and the right
to assume, complete and expand the construction of a state-of-the-art 55,000
square foot cultivation and production facility in North Las Vegas, Nevada. 
Pursuant to the terms of the transaction Australis issued 7,831,855 common
shares valued at $6.4 million upon the signing of the definitive agreement. An
additional $800,000 are to be issued when a new cultivation and production
facility in North Las Vegas is fully licensed and operational and an
additional $800,000 in shares are to be issued if certain performance goals
are reached utilizing the acquired assets within specified timeframes per the
definitive agreement. In a separate transaction completed in May 2019,
Australis acquired from Meridian Companies LLC, a company in which Dr. Fu
owns, directs or controls 37.5% of the outstanding shares, an 8.9-acre parcel
of land in North Las Vegas in exchange for $2.93 million USD of its common
stock or 3,585,521 Australis common shares where the new cultivation and
production facility will be located. Full details of these transactions can be
found in the Australis public disclosure record. 

Based on public disclosure documents, it is our understanding that the head
office of Australis is 376 E. Warm Springs Road, Suite 190, Las Vegas, Nevada

The Concerned Shareholders have filed this press release, which contains the
information required by section 9.2(4)(c), and the Document which contains the
information required by section 9.2(6) of NI 51-102 and Form 51-102F5
Information Circular in respect of the Concerned Shareholders Nominees, under
Australis' profile on SEDAR at www.sedar.com .

SOURCE Concerned Shareholders of Australis Capital Inc.

Cision View original content:

please contact the Concerned Shareholders' shareholder communications advisor:
Laurel Hill Advisory Group, Toll Free: 1-877-452-7184, International: +1
416-304-0211 outside Canada and the US, By Email: [email protected]

For further information: please contact the Concerned Shareholders'
shareholder communications advisor: Laurel Hill Advisory Group, Toll Free:
1-877-452-7184, International: +1 416-304-0211 outside Canada and the US, By
Email: [email protected]

CO: Concerned Shareholders of Australis Capital Inc.

ST: Ontario

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