TL Medical ANNUAL LISTING STATEMENT Dated: August 17, 2016
General Development of the Business
TL Medicine’s long-term business plan is
to become an emerging producer and distributor of medical marijuana. TL Medicine has applied to Health Canada for a medical marijuana production and distribution license under Canada’s Marihuana for Medical Purposes Regulations (“MMPR”). TL Medicine was an early applicant for such a license with an original submission sent in July 2013. TL Medicine has not been granted a license under the MMPR
. The granting of a license pursuant to MMPR is discretionary and there is no certainty that TL Medicine will receive any such license. TL Medicine received a ‘Ready to
Build’ approval for the “first” licensing application in January 2014; however, issues arose with local zoning of the facility location. In March 2014, TL Medicine secured a “second location”, and on
April 8, 2014,
TL Medicine submitted a second licensing application.
While waiting to receive a decision in regard to the MMPR application from Health Canada, TL Medicine developed the business so as to produce and distribute (
Pet Chew’s), through TL Medicine’s
wholly-owned subsidiary, TL Pet, a hemp-based natural pet chew which may provide antioxidant, joint and calming support. TL Medicine first launched the hemp-based chew in Toronto, Canada in September 2015
. TL Medicine then had an official US launch in March 2016 at the Global Pet Expo in Orlando, USA. The European launch took place in May 2016 at InterZoo in Nuremberg, Germany. TL Medicine is planning further line extensions which include
treats,
dental sticks and
dog food over the next 12 -18 months. TL Medicine’s products are sold under the brand True HempTM. TL Medicine is
in the process of registering trademarks for use in the pet treat segment of our future operations.
TL Medicine has four employees and have engaged nine consultants. TL Medicine is headquartered in Vernon, British Columbia, Canada. TL Medicine has an exclusive co-packing unit in Aurora, Ontario with a flexible production capacity sufficient to cover projected sales for the next 5 years.
TL Medicine has secured distribution agreements with multiple partners in the US and Canada covering a total of 9,150 retail points. (*
“with the addition of all 174 UK Petscorner store’s”
With the addition of a planned expansion of 70 further stores in 2017 & “350 independent pet stores October 12, 2016 located across the Mid Western US)” increasing the total to
9,674 Retail points)
TL Medical common shares were first listed on the Exchange on February 6,2015 and on the Deutsche Borse Group on the Frankfurt Stock Exchange in Germany under the trading symbol “TLA” on March 16, 2015.
In May 2015 TL Medicine signed an agreement with Wodema Industries Ltd. (“Wodema”) to produce the
proprietary hemp-based supplements and treats for pets. Wodema is a private company based in Vernon, British Columbia that carries on business as a manufacturer and distributor of pet treats. The agreement gave TL Medicine a right of first refusal to match any offers received by the shareholders of Wodema in regards to the purchase of all or any of the Wodem a shares for a 24-month period ending May 1, 2017. The possibility was discussed with Wodema of Wodema manufacturing the hemp based treats commencing during fiscal 2016, it was agreed this was not a possibility because of the projected volume and product specification requirements. As a result, TL Medicine has verbally agreed with Wodema to terminate the agreement as of March 31, 2016.
In July 2015, TL Medicine received a notice from Health Canada stating that the application of TL Medicine had
passed through the preliminary screening process and was undergoing enhanced screening. Enhanced screening is one of the necessary steps in the process of becoming a licensed producer of medical marijuana under the MMPR. In order to become a licensed producer of
marijuana under the MMPR, TL Medicine must still obtain security clearance and receive pre-licensing approval. There is no guarantee if or when TL Medicine will obtain such security clearance or receive pre-licensing approval.
On August 11, 2015, TL Medicine closed a private placement of 1,425,000 units at a price of $0.08 per unit, yielding gross proceeds of $114,000. Each unit was comprised of one common share and one warrant. Each warrant was exercisable to purchase one additional common share of at an exercise price of $0.15 per share for a period of 24 months from the issuance date of such warrants.
In August 2015, TL Medicine entered into secured coast-to-coast distribution for the TL Medicine True Hemp Chews™ product line. Freedom Pet Supplies Inc. agreed to service Ontario to Prince Edward Island and Anipet Animal Supplies Inc. service the western provinces.
In September 2015, TL Medicine unveiled three new products: TrueLove™, TrueSpirit™and TrueCalm™. TL Medicine also joined the American Pet Products Association to facilitate US promotion and marketing.
In the fall of 2015 TL Medicine began working with a manufacturing company located in Aurora, Ontario. The manufacturing company has agreed to satisfy the
minimum orders of 1,512 units per flavour with each unit consisting of 200g of product. (4,536 200g products)
On January 18, 2016, TL Medicine closed a private placement of 2,005,953 units at a price of $0.105 per unit, yielding gross proceeds of $210,625 to be used for general working capital purposes. Each unit was comprised of one Common Share and one-half of one warrant. Each whole warrant is exercisable to purchase one additional Common Share at an exercise price of $0.15 per Common Share for a period of 24 months from the issuance date of such warrants. TL Medicine also converted $15,000 of debt into 142,857 Common Shares at a price of $0.105 per Common Share.
In February 2016, TL Medicine increased it’s retail distribution network by 35% as a result of increasing the number of stores in British Columbia, Alberta and Ontario that distribute the TL Medicine products. TrueLove™, TrueSpirit™ and TrueCalm™ which are available for purchase in 47 independent pet stores and chains. They are also available for sale online where a flat fee shipping rate of $10 to anywhere in Canada for smaller orders, and free shipping on orders over $49.
(*Increasing the total of Retail points to 9,721)
TL Medicine also entered into a consulting agreement in February 2016 with Pet Industry Experts, LLC, a company which was co-founded by a founder of pet industry giant, PetSmart®. The purpose of establishing this relationship was to work with a company with significant expertise in the pet industry as TL Medicine continue’s to expand the availability of the TL Medicine products.
On February 23, 2016, TL Medicine converted US$2,500 of debt owing to a consultant into 26,476 Common Shares. The debt conversion was not with a related party and no commissions were payable as a result.
On March 16 to March 18, 2016, TL Medicine had a booth at the American Pet Products Association exposition in Orlando, Florida. The exposition featured over 3,000 booths.
On May 11, 2016, TL Medicine closed a non-brokered private placement by issuing 7,028,404 Common Shares at a price of $0.105 per Common Share for aggregate gross proceeds of $737,982.42. TL Medicine paid an aggregate cash finder’s fee of $11,723.25 to certain arm’s length finders. TL Medicine also entered into debt conversion agreements with creditors in order to settle $234,133.56 in outstanding debt through the issuance of 2,229,843 Common Shares at a deemed price of $0.105. Pursuant to the debt conversion a director and officer of TLM International was issued 1,293,728 Common Shares. In addition, pursuant to the conversion of a previously disclosed loan agreement with First Pacific Enterprises Inc., TL Medicine issued 601,843 units at a conversion price of $0.105 per unit. Each unit is comprised of one Common Share and one-half of one share purchase warrant, with each whole warrant being exercisable to purchase an additional Common Share at price of $0.15 for a period of two years from the date of issuance. The sole shareholder of First Pacific Enterprises Inc., Darcy Bomford, is also the President, CEO, shareholder and a director of TLM International.
TL Medical also had a booth located at the 3rd Annual Cannabis World Congress and Business Expo. The Expo took place on June 16 and June 17, 2016. More than one hundred cannabis related companies attended the event. TL Medicine sold 310 bags of pet chews and “entered into a verbal agreement with a retailer in Hell’s Kitchen, New York, to distribute our products”.
In addition, TL Medicine incorporated a new subsidiary “True Leaf Pet Europe LLC Srl” in Luxembourg on July 18, 2016, for business expansion of TL Pet operations into Europe. TL Pet Europe is 99.6% owned by TL Pet, with the remaining 0.4% being owned by the newly appointed operations manager in Luxembourg.
Significant Acquisitions and Dispositions
TL Medicine have not completed any significant acquisitions or significant dispositions since the date of this Listing Statement.
Trends, Commitments, Events or Uncertainties
TL Medicine do not know of any other trends, commitments, events or uncertainties that are expected to materially affect our business, financial condition or results of operations other than as disclosed in “Section 3, General Development of the Business” and “Section 17, Risk Factors” herein.
The full document is available and has been available since August 17, 2016 at :
[url=
https://thecse.com/sites/default/files/20160817AnnualListingStatement.pdf]“
Annual Listing Statment” [/url]
The previous quarter ended September 30
th, 2016, and Sharesholders should expect a quarterly report posted shortly on the True Leaf page of the CSE located here:
[url= https://thecse.com/en/listings/life-sciences/true-leaf-medicine-international-ltd]“ True Leaf Medicine International LTD CSE C.MJ Stock Listing” [/url]
TL Medical has already launched True Hemp™ Chews for Dogs which are sold in 9,721 appox. independent pet stores, pet speciality chains such as Petco and PetSmart, on Amazon and also directly to customers at [url= www.trueleaf.com
]“ www.trueleaf.com
” [/url]
TL Medicine functional hemp chews were the first product to market and they are receiving acclaimed reviews. Hemp is the primary active ingredient with inclusions of other active ingredients to boost their effectiveness, creating three formulations that may provide hip and joint, calming and health support.
They have a low glycemic, grain-free base formula in a natural-moist format with ingredients that include meat proteins, buckwheat, coconut and peas.
In Fall 2016, TL Medicine plan’s to launch liquid hip and joint supplements for dogs and cats, as well as functional cat chews and supplements. The launch of these products is dependent upon favourable market conditions, successful research and development, and raising additional capital.
Product formulation
Hemp is very rich in essential fatty acids and other polyunsaturated fatty acids. It has almost as much protein as soybean and is also rich in Vitamin E and minerals such as phosphorus, potassium, sodium, magnesium, sulfur, calcium, iron, and zinc5. Dietary hempseed is also particularly rich in the omega-6 fatty acid, linoleic acid and also contains high concentrations of the omega-3 fatty acid, alphalinolenic acid. The linoleic acid: alpha-linolenic acid ratio normally exists in hempseed at between 2:1 and 3:1 levels. This proportion is ideal for a healthy diet. TL Medicine believes that pets should have a healthy diet and
therefore include hemp in all of the TL Medicine pet chews.
The product formulations were developed in conjunction with Hannah Facey Belcher-Timme (Doctor of Veterinary Medicine, Candidate, 2016) of Cornel
University, who reviewed TL Medicine’s base formulas and undertook a meta-analysis of existing research and published studies on hemp and the companies proposed active ingredients. The resulting formulations utilize a combination of hemp and other quality ingredients such as green lipped mussel, curcuminoids from turmeric, L-theanine, lemon balm, chamomile, polyphenols from pomegranate and DHA (an omega fatty acid).
TL Medicine enriches the hemp-based pet products by adding additional quality ingredients such as green lipped mussel, curcuminoids from turmeric, L-theanine, lemon balm, chamomile, polyphenols from pomegranate and DHA (an omega fatty acid) to create a high-value product that aligns with current consumer demands.
Marketing Strategy
The intention is to generate traffic to the TL Medicine website and interest in the products through the following marketing channels:
(a) content marketing, including creating marketing
videos, writing blogs and preparing white papers;
(b) social marketing, including sharing content on social media and seeking to generate more followers on Twitter;
(c) email marketing, including sending emails to the 1,400 verified subscribers who have opted to receive our marketing emails;
(d) blogger outreach, including contacting bloggers who have a large social media presence to assess their interest in reviewing TL Medicine products;
(e) online publications, including engaging in a variety of digital based advertising campaigns through identified publications to help to create awareness of the TL Medicine brand;
(f) ecommerce, including developing the TL Medicine ecommerce website and generating awareness through the TL Medicine newsletters; and
(g) utilizing search engine optimization and pay-per-click marketing. TL Medicine also intend’s to engage in a variety of offline marketing tactics to increase product awareness. The primary TL Medicine marketing channels will be the following:
(a) co-ordinating a street team who will target dog parks in large urban
centres in the USA and Canada to connect with dog owners and to give away product samples;
(b) engaging in trade marketing to promote new products and connect with distributors and retailers in the natural pet product sector;
(c) offering retail promotions to retail teams and sale representatives based upon performance; and
(d) engaging the press and media by disseminating
press releases at least once per month.
Callaway, J.C. “
Hempseed as a nutritional resource: An overview” Euphytica (2004) 140: 65. doi:10.1007/s10681-004-4811-6
6
Holub, B. J. (2002). Clinical nutrition: 4. Omega-3 fatty acids in cardiovascular care. CMAJ: Canadian Medical Association Journal, 166(5), 608–615.
Business Objectives
On June 30, 2016, the TL Medicine working capital was $245,000. TL Medicine intend’s to raise $2,200,000 in additional funds in the forthcoming twelve month period, provided that favourable market conditions exist. The following disclosure is based upon TL Medicine’s ability to raise additional funds which may not be possible if market conditions are not favourable. TL Medicine may reallocate funds for sound business reasons.
The principal markets of TL Medicine are Canada and the United States of America. TL Medicine has incorporated TL Pet Europe with the intention of facilitating production and distribution in the European Union.
TL Medicine may seek to expand our business so as to produce and distribute our products to the markets in Brazil, India and Asia.
As a shareholder of TL Medical I am happy to share this DD and encourage other’s to conduct there own comprehensive DD as I have, and to read the complete using this link : [url=
https://thecse.com/sites/default/files/20160817AnnualListingStatement.pdf]“
Annual Listing Statment” [/url]
, it is through this DD I have discovered that TL Chews are not in only 6,900 Retails outlets as had been my believe prior to preparing this report, when if fact TL Pet Chews are available in
9,721 retail store, with additional Online sale’s in Canada and the US, and online sale’s in Europe coming soon, free shipping upon minimum purchase.
I have also learned about the intention to expand further globally to South America, India and Asia which will make True Leaf medicine a Truly Global company.
I will include the legal disclaimers of I am a private citizen, I have no connection to TL Medicine, invest with Direct investing and have never consulted or received consultation from a broker, am very proud to own not near enough shares of TL Medicine and feel that this is a $20+ stock in the making. I currently have a Sell order for 10,000 Shares at $6.40 cents to cover the costs of my original investment. I have no intention of Selling but things do change.
My option is that True Leaf Medical is the most valuable Medical marijuana stock currently trading and it baffles me that it is trading at valuations below most others.
Below are the legal disclaimers from TL Medicine:
“TL Investments” means True Leaf Investments Corp., a private British Columbia company and wholly owned subsidiary of TLM International.
“TL Medicine” means True Leaf Medicine Inc., a private British Columbia company and wholly-owned subsidiary of TL Investments.
“TL Pet” means True Leaf Pet Inc., a private British Columbia company and wholly-owned subsidiary of TLM International.
“TL Pet Europe” means True Leaf Pet Europe LLC SARL, a Luxembourg company and subsidiary of TL Pet.
“TLM International” means True Leaf Medicine International Ltd.
“we”, “us”, “our” or “the Company”
means TLM International, our wholly owned subsidiary, TL
Investments and its wholly-owned subsidiary, TL Medici
ne, in addition to our wholly-owned subsidiary TL
Pet and its subsidiary TL Pet Europe.
“
Wodema
” means Wodema Industries Ltd., a British Columbia company.
.