Tree of Knowledge International Corp.
(CSE:TOKI;
OTC:TRKWF) (the “
Company” or
“
TOK”) is pleased to announce that further to its
detailed press release dated December 3, 2018, it has completed the
acquisition of Asterion Bio Med Inc. (“
Asterion”)
in accordance with a pre-acquisition agreement dated November 30,
2018 (the “
Definitive Agreement”). Through
an exclusive strategic alliance agreement with Jack Nathan Medical
Inc., which operates over 70 Jack Nathan Health medical clinics in
six provinces across Canada, Asterion has access to one of the
largest healthcare systems across Canada for its education and
research platform, with over 1.5 million patient visits annually
(http://jacknathanhealth.com/).
Led by Jean-Paul Gaillard, an architect and
turn-around specialist for major brands such as Nespresso and
Marlboro Classic, the expanded management for the Company now
includes Dr. Kevin Rod as Chief
Medical Officer of TOK, and the
board of directors consists of the
Honorable. Ernie Eves as Chairman, Michael Caridi, Dr. Kevin Rod,
Peter Saunders and Scott Reeves. In addition, Brian Main and George
Barakat, CEO of Jack Nathan Medical Inc., will be appointed as
observers to the TOK board and Mr. Barakat will be presented by
management to be elected as a director at the next annual meeting
of the TOK shareholders. John Bonin, the COO of Asterion, will also
be joining TOK’s Advisory Board. See the press release of the
Company dated December 3, 2018, for detailed bios of the new
additions to the board of directors and management of the
Company.
“Coming from the Tobacco and consumer products
industries, I feel very strongly about the need for data and
empirical evidence to drive our product development and commercial
strategy. By acquiring Asterion, our combined company is now
armed with the elements we need to execute our mission to develop,
expand, and commercialize our portfolio of cannabinoid natural
health and therapeutic consumer products using data driven
insight,” said Jean-Paul Gaillard, CEO of the Company. “In pursuing
our goals, we intend to leverage our globally recognized pain
expertise, our exclusive strategic alliance with Jack Nathan
Medical Inc., and our international clinic platforms that provide
key insight from millions of consumers and patients each year,”
continued Gaillard.
“Statistically significant data regarding the
efficacy of natural health and therapeutic products using
cannabinoids is still nascent. We feel we have been in a unique
position to rigorously document and gather this type of data
through observational results we have witnessed over the past
several years at Asterion’s Toronto Poly Clinics,” said Dr Kevin
Rod, Chief Medical Officer of the Company. “In the midst of rapid
cannabis regulatory reform, TOK has established a sizeable North
American platform for continued research and product development
driven by empirical evidence and data that we believe will be a
must for physicians, industry operators, regulators, investors, and
society as a whole before cannabis is truly accepted as a valid
therapeutic option,” continued Dr Rod.
Pursuant to the Definitive Agreement, TOK made
an offer to the Asterion shareholders to purchase all the shares of
Asterion on the basis of 2.1894 common shares of TOK (“TOK
Shares”) for each one (1) common share of Asterion (the
“Offer”). The Offer was accepted by 100% of
the shareholders of Asterion and TOK issued an aggregate of
96,695,271 TOK Shares to the former holders of Asterion.
As a condition to completing the Offer,
completed a private placement financing (the
“Financing”) where TOK issued 12,464,393 units at
a price of $0.22 per unit for gross proceeds of $2.74 million
(including conversion of debt held by an insider in the amount of
$259,854), with each unit consisting of one TOK Share and one share
purchase warrant. Each whole warrant entitles the holder to acquire
a TOK Share at a price of $0.39 per share for a period of
forty-eight months, subject to the ability of the Company to
accelerate the expiry date if at any time during the term of the
warrants the volume weighted average closing price of the TOK
Shares on the Canadian Securities Exchange is $1.00 or more for 10
consecutive trading days. The TOK Shares and warrants will bear a
four-month hold period from the date of issue.
Following completion of the Offer and the
Financing, there are 201,896,623 TOK Shares issued and outstanding
with the former Asterion shareholders holding approximately 47.9%
of the TOK Shares (non-diluted). In addition, TOK issued options to
purchase an aggregate of 8,135,810 TOK Shares in connection with
the exchange of outstanding options issued by Asterion and warrants
to purchase an aggregate of 12,917,460 TOK Shares in connection
with the exchange of outstanding warrants issued by Asterion.
The headquarters for the combined company will
be in Toronto, Ontario, Canada with a significant office presence
in Asterion’s former headquarters in North York, Ontario,
Canada.
ABOUT TREE OF KNOWLEDGEThe
Company produces and sells hemp-based cannabidiol
(“CBD”) products in certain
jurisdictions in the United States, as well as in Europe, South
America and China. Cannabidiol/CBD is a natural constituent of hemp
which is purported to contain wellness properties. TOK’s CBD
product line contains EVR Premium Hemp Oil, which is an organically
grown and handled, gluten-free, vegan, non-GMO, synergistic
compound that is derived from U.S. Department of Agriculture (USDA)
approved industrial hemp grown in the United States. TOK currently
offers several CBD products, which may be used in connection with
the treatment of a number of ailments and for general wellness
purposes.
ABOUT ASTERION BIO MEDAsterion
is a leading healthcare provider specializing in multidisciplinary
pain clinics operating under the banner; Toronto Poly Clinic
(collectively, “TPC”). The core pillars of TPC
are: a multidisciplinary pain program designed to improve physical
and psychological management of pain, patient self-management
tools, and medical cannabis research and product development.
TPC has become a healthcare leader in the
ethical and controlled use of medical cannabis, managing over 4,800
cannabis patients. TPC has been involved in one of the largest
longitudinal IRB approved observational studies to date on medical
cannabis. As a result of this experience, practitioners have
learned that education and research are paramount to realizing the
medical benefits of cannabis on a diverse population of
patients. TPC has refined its collective knowledge and
focused on the creation of the MCERP (Medical Cannabis Education,
Research and Best Practice Platform) and MCORP (Medical Cannabis
Opioid Reduction Program). Currently TPC has research agreements
with multiple universities for medical cannabis research and new
medical grade products development. Through an exclusive strategic
alliance agreement with Jack Nathan Medical Inc., which operates
over 70 Jack Nathan Health medical clinics in six provinces across
Canada, Asterion has access to one of the largest healthcare
systems across Canada for its education and research platform, with
over 1.5 million patient visits annually
(http://jacknathanhealth.com/).
For further information about TOK, please
contact the following:
Tree of Knowledge International
Corp.
Michael Caridi, CEOTel:
+1 (917) 295-1374Michael@tok.cawww.tok.ca
THE CSE HAS NOT REVIEWED AND DOES NOT ACCEPT
RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.
Forward Looking StatementsThis
news release contains forward-looking statements relating to the
benefits to be received from completing the Offer, the future
operations of TOK as combined with Asterion and other statements
that are not historical facts. Forward-looking statements are
often identified by terms such as “will”, “may”,
“should”, “anticipate”, “expects” and similar
expressions. All statements other than statements of
historical fact, included in this release, including, without
limitation, statements regarding the combined TOK/Asterion company
and the future plans and objectives of TOK, are forward looking
statements that involve risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. Important factors that could cause
actual results to differ materially from TOK's expectations are
risks detailed from time to time in the filings made by TOK with
securities regulations.
The reader is cautioned that assumptions used in
the preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results
to differ materially from those predicted, as a result of numerous
known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of TOK. As a result, TOK cannot
guarantee that the Offer will be completed and that any
forward-looking statement will materialize and the reader is
cautioned not to place undue reliance on any
forward-looking information. Such
information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and TOK will update or revise
publicly any of the included forward-looking statements as
expressly required by Canadian securities law.
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