Aura Announces Signing of Definitive Share Purchase Agreement to Acquire Licenced Medical Cannabis Distributor in Germany
February 28 2019 - 8:13AM
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SERVICES OR FOR RELEASE, PUBLICATION OR DISTRIBUTION OR
DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES
Aura Health Inc. (the “
Company” or
“
Aura”) (
CSE:BUZZ) is pleased to
announce that the Company has entered into a definitive share
purchase agreement dated February 27, 2019 (the “SPA”) to acquire
an 80% equity interest in Pharmadrug Production GmbH
(“Pharmadrug”). The SPA supersedes and replaces the
previously announced binding letter of intent dated January 24,
2019. The total purchase price for the acquisition is EUR
4,600,000. In addition, Aura will advance EUR 400,000 to
Pharmadrug as a shareholder loan to assist Pharmadrug to maintain
appropriate levels of working capital.
The vendor of the Pharmadrug equity interest is
Anquor Pharmaceuticals U.G. (“Anquor”). The SPA provides that
Anquor will be entitled to receive an earn-out payment of EUR
400,000 if the total revenues of the pharmaceutical tender business
of Pharmadrug for the 2019 financial year are 90% or more of the
total revenues of that business segment for the 2018 financial
year. The earn-out, if any, will be due and payable to Anquor
on March 1, 2020.
Aura has, to date, paid EUR 2,000,000 of the
total purchase price by advance instalments of EUR 1,000,000 on
each of January 31, 2019 and February 28, 2019, which instalments
are fully refundable should the transaction not close, leaving EUR
2,600,000 to be paid on closing. Closing is expected to occur
by May 31, 2019. Closing is subject to satisfaction of
customary conditions, including receipt of all required regulatory
approvals.
The purchase price for the Pharmadrug
acquisition will be funded by cash on hand and Aura is currently
engaged in raising a maximum of $7,260,000 through a previously
announced Subscription Receipt financing led by Mackie Research
Capital Corporation, with a syndicate consisting of Haywood
Securities Inc., PI Financial Corp., and Foundation Markets Inc.
The first tranche was closed on February 27, 2019 and raised gross
proceeds of approximately $1.9 million, part of which was used to
fund the EUR 1,000,000 instalment payment made to Anquor today.
Pharmadrug is a cash flow positive German
pharmaceutical distribution company with over 20 years of operating
history. Pharmadrug has a Schedule I European Union narcotics
licence that allows it to distribute medical cannabis to pharmacies
in Germany and the rest of the Eurozone as markets become
legalized. Pharmadrug has received its first cannabis shipment and
has begun deliveries to pharmacies in Germany. Anquor will retain a
20% equity ownership interest in Pharmadrug and
will continue to participate in the direction of
Pharmadrug from its Berlin office.
About Aura Health Inc.
Aura Health is building an international network
of vertically integrated cannabis assets. Through an established
product line of cannabis-infused edible products and oil extracts,
Aura is dedicated to building a high margin downstream business in
the medical marijuana sector. The Company holds convertible debt
that converts to 54% equity of HolyCanna, a cultivation and nursery
license holder in Israel. Aura has also entered into a SPA to
acquire 80% of Pharmadrug, a German medical cannabis and
pharmaceutical distributor, as well as an LOI to purchase 57% of
CannabiSendak, the builder of a network of high-profile
dispensaries in Israel. The Company also owns a 30% interest in
four medical marijuana clinics in the U.S. Sun Belt.
For further information, please contact:
Daniel Cohen, CEO Aura Health Inc. (647)
202-1824
David Posner, ChairmanAura Health Inc. (647)
985-6727
Caution Regarding Forward-Looking
Information:
THE CANADIAN SECURITIES EXCHANGE HAS NOT
REVIEWED NOR DOES IT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
This news release may contain forward-looking
statements and information based on current expectations. These
statements should not be read as guarantees of future performance
or results. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from those
implied by such statements. Such statements include submission of
the relevant documentation within the required timeframe and to the
satisfaction of the relevant regulators, completing the acquisition
of the applicable real estate and raising sufficient financing to
complete the Company's business strategy. There is no certainty
that any of these events will occur. Although such statements are
based on management's reasonable assumptions, there can be no
assurance that such assumptions will prove to be correct. We assume
no responsibility to update or revise them to reflect new events or
circumstances.
The Company's securities have not been
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or applicable state securities laws, and
may not be offered or sold to, or for the account or benefit of,
persons in the United States or "U.S. Persons", as such term is
defined in Regulation S under the U.S. Securities Act, absent
registration or an applicable exemption from such registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in the United States or any jurisdiction in
which such offer, solicitation or sale would be unlawful.
Additionally, there are known and unknown risk
factors which could cause the Company's actual results, performance
or achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking information contained herein. All forward-looking
information herein is qualified in its entirety by this cautionary
statement, and the Company disclaims any obligation to revise or
update any such forward-looking information or to publicly announce
the result of any revisions to any of the forward-looking
information contained herein to reflect future results, events or
developments, except as required by law.
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