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’ () has advised that Winter Garden Biosciences which it is acquiring an 85% interest in is advancing its agricultural business with a focus on cultivar domestication through cell tissue lab and genetics projects.
The reverse takeover has witnessed the transformation of IGS from a miner to a hemp and cannabis supplier in the legal cannabis market of Uruguay.
Uruguay became the first nation in the world to fully legalise at the federal regulatory level the research & development as well as cultivation distribution sale and consumption of non-synthetic cannabinoids (CBD) and hemp.
Winter Garden aims to bring fully registered sequenced and marker labelled proprietary hemp genetics to emerging and existing markets through joint venture and research collaboration initiatives.
Its genetic projects seek to develop hemp cultivars that deliver value to roots ballast seed and flowers with low water and fertilisation requirements zero herbicide input and low till and deep seed cultivars.
Winter Garden founder Julian Strauss stated:
“Utilising best practices in natural production and cultivation methods in non-synthesized hemp we are able to deliver products into the global feedstocks markets that have substantial additional benefit to those consuming them in the food production and consumption cycle."
The company is in advanced discussions with key strategic partners with regards to the commercial development of the agricultural value chain.
Current Focus
Winter Garden is sharpening its focus on several areas within the agricultural sector aimed at maximising the strategic advantage of working within the federally regulated environment of Uruguay while other countries seek to develop such regulatory frameworks.
These are:
Land reclamation:
Winter Garden will develop economically viable rotational crops to facilitate fast turn-around times. The targeted cultivars will help in land preparation such as aeration and organic matter build up while simultaneously being a valuable seed crop.
Seed processing and product licensing
Winter Garden’s plant genetics produce high value protein and oil products along with alternatives to common dairy products for Asian and African markets.
In laboratories Winter Garden focuses on IP for water soluble encapsulation emulsion and formulations targeting specific nutritional product lines as well as blue sky drug development for the near future.
The seed extraction processes will target amino acid and fatty acid profiles for the veterinary market to increase value in animal derived products for human consumption.
Data generated within research projects are the key to drug development and modern nutritional delivery systems.
Third party lab services and genetic registration
Winter Garden can currently house up to six different projects simultaneously. Initial projects involve genetic characterisations and identification for proprietary registration focussed on flower extraction for a global market struggling with a lack of supply of high quality CBD.
Agricultural project focus for hemp and cannabis:
- Genetics: This part includes the registration licensing and R&D agreements as a fee-for-services third party lab agreement for IP registration and in-house patent services
- Seed: Seed crop produces oil seed cake (protein) amino and fatty acid nutritional products and veterinary service lines.
- Flower: Extraction of hemp flowers create full spectrum cannabinoid extracts and lead to patented encapsulation emulsion and formulation water soluble raw nutritional ingredients Drug development bioinformatics platforms for consulting and lab services.
- Ballast (fibre research): Fibre research is based around the agriculture agronomy and farming techniques development and will yield novel findings that will be licensed to local producers and international partners within neighbouring countries such as Argentina and Brazil.
- Ballast (biotech): The development of proprietary retting technology leading to nano fibres biopolymers biocomposites cellulose based polymers and blue sky research into carbon nano sheets for electrical applications.
- Ballast (R&D for herd under development): Development and engineering through prototyping of hemp herd alternatives to ICF building systems. Leading to materials with higher insulating values higher impact resistant and increased tensile strength rigidity and leading to lower construction cost in emerging markets while also increasing carbon sequestration.
- Agricultural Land reclamation: Diverse genetics for rotational crop alternatives around the globe utilising Uruguay's progressive regulatory system that places hemp in its logical designation that the rest of the world will soon follow.
Seed extraction
Conservative estimates are approximately 150L of oil per acre.
A protein seed cake amount of 700lbs/acre for veterinary feed products and human dairy alternatives as well as dietary supplements bringing the bulk of revenue creation to the project.
Flower process and extraction
Approximately 60% of base nutritional ingredient derived from flower extraction is sold on licence through a joint venture and should generate revenue exceeding $800000 per acre.
The remaining eviscerate will be used to create IP around extraction encapsulation emulsion and formulation.
This data allows Winter Garden an early mover advantage on drug development within federally licensed drug development laboratories and research facilities.
Transaction Details
IGS will pay a A$325000 deposit to Winter Garden 50% as an option fee and 50% as a six month interest free unsecured loan.
The agreement is subject to shareholder approval and a number of conditions including completion of due diligence.
IGS will then issue 1500000000 shares to Winter Garden at a price of $0.005 per share or $7.5 million for the 85% interest.
Upon completion of the transaction IGS will have an issued capital of 2741358484 and 337617307 options.
The capital structure post compliance with Chapter 1 and 2 is still to be determined based on the disposal process of 9.3 million shares held by IGS in Santa Fe Gold Inc. (OTC:SFEG) US$4 million loan owing from Sante Fe and relevant consolidation if required.
() is the largest shareholder in IGS with a 24.7% stake.
IGS will complete the liquidation of some or all the securities held in of listed securities with a current market value of approximately A$1.8 million.
The company has also commenced trading on the Frankfurt Stock Exchange the 10th largest stock exchange globally by market capitalisation under the symbol COT.
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