TORONTO, April 25, 2019 /CNW/ - Khiron Life Sciences
Corp. ("Khiron" or the "Company") (TSXV: KHRN),
(OTCQB: KHRNF), (Frankfurt:
A2JMZC), a medical cannabis company with its core operations in
Latin America, announced today
that the Company has entered into a non-binding letter of agreement
to acquire 100% of the outstanding securities of Canapalife S.r.l.
and 100% of the economic interest in Campodoro S.r.l.
("Canapalife Group") from Alvaro
Garro and Paolo Puggioni (the
"Vendors"), being the sole shareholders of Canapalife
Group.
Canapalife is a prominent hemp product company based in
Italy with licenses for the
cultivation, research, production and marketing of hemp-based
products. Canapalife operates a cultivation site in Padua, near
Venice, Italy, conducts research
in partnership with prominent universities and has registered three
CBD consumer brands, including, Bloom CBD e-liquids, Canvax
nutraceutical products and Legal Seeds, a brand designed to market
EU approved seeds to the consumer market. These products are
in-market through established partnerships with pharmacies and
independent retail chains across Italy.
Italy represents the fourth
largest economy in Europe, and is
the second largest cannabis market in Europe, with a projected medical cannabis
market value of € 7.5 Billion in 2028 (Source: Prohibition Partners
– The European Cannabis Report, January
2019).
Alvaro Torres, Khiron CEO and
Director commented, " The proposed transaction offers Khiron an
entry to the European market and expansion of our global footprint.
In addition to increasing our multi-jurisdiction cultivation and
production capacity, Canapalife offers the addition of dynamic
brands to our product portfolio, access to key retailer partners
and relationships with Italy's
leading research facilities."
Upon completion of the acquisition of Canapalife Group, it is
anticipated that each of Mr. Garro and Mr. Puggioni, the sole
shareholders of Canapalife Group, will continue on as key employees
with Khiron. Closing of the transaction is anticipated to be the
end of Q2.
As consideration for the acquisition of Canapalife Group, Khiron
will issue such number of common shares as is equal to C$10,500,000 (the "Purchase Price") at a
deemed price per share equal to the trailing 20 day volume weighted
average closing price of its common shares on the TSX Venture
Exchange ("TSXV"). An earn out of additional common shares
for up to C$4,500,000, will be
payable by Khiron to the Vendors over the course of two years
subject to Canapalife Group attaining certain revenue
milestones.
Hillcrest Merchant Partners Inc. acted as advisor on this
agreement. Completion of the transaction, and issuance of any
finder's fee, is subject to the execution of a definitive agreement
and receipt of all required regulatory approvals, including final
acceptance of the TSXV.
About CanapaLife Group
Canapalife is a producer and processor of hemp products in
Italy and the leader in the
research and development of new hemp food ingredients. The company
collaborates with universities, research institutes and
organizations from the food, materials, pharmaceutical and
cosmetics industries. The company's main products are hemp flowers
and CBD oil extract, with development underway for new products
based on CBD resin and food product based on hemp seeds. Canapalife
actively promotes the development of a sustainable industrial hemp
processing industry in Europe by
working closely with strategic partners, government agencies, and
producer associations. Canapalife's mission is to be the leading
manufacturer and preferred supplier of certified hemp products and
ingredients to a network of global customers. Further information
can be found at https://www.canapalife.it
About Khiron
Khiron Life Sciences Corp. is positioned to be the dominant
integrated medical cannabis company in Latin America. Khiron has core operations in
Latin America and is fully
licensed for the cultivation, production, domestic distribution,
and international export of both THC (tetrahydrocannabinol) and CBD
(cannabidiol) medical cannabis. In May
2018, Khiron listed on the TSX Venture Exchange, becoming
one of the first Colombian-based medical cannabis companies to
trade on any exchange globally.
With a focused regional strategy and patient oriented
approach, the Company combines global scientific expertise,
agricultural advantages, branded product market entrance
experience and education to drive prescription and brand
loyalty to address priority medical conditions such as chronic
pain, epilepsy, depression and anxiety in the Latin American
market of over 620 million people. Khiron is led by Co-founder and
Chief Executive Officer, Alvaro
Torres, together with an experienced executive team,
and a knowledgeable Board of Directors that includes former
President of Mexico, Vicente Fox.
Further information on Khiron Life Sciences can be found
at https://investors.khiron.ca/
To be added to the distribution list, please
email khiron@kcsa.com with "Khiron" in the subject
line.
Cautionary Notes
Forward-Looking Statements
This press release
may contain certain "forward-looking information" and
"forward-looking statements" within the meaning of applicable
Canadian securities legislation. All information contained herein
that is not historical in nature may constitute forward-looking
information. Forward-looking statements may be identified by
statements containing the words "believes", "anticipates", "plans",
"intends", "will", "should", "expects", "continue", "estimate",
"forecasts" and other similar expressions. Forward-looking
statements herein include, but are not limited to, statements
regarding the execution of a definitive agreement, receipt of
required regulatory approvals, including the TSXV. Readers are
cautioned to not place undue reliance on forward-looking
information. Actual results and developments may differ materially
from those contemplated by these statements. Khiron undertakes no
obligation to comment analyses, expectations or statements made by
third-parties in respect of Khiron, its securities, or financial or
operating results (as applicable). Although Khiron believes that
the expectations reflected in forward-looking statements in this
press release are reasonable, such forward-looking statement has
been based on expectations, factors and assumptions concerning
future events which may prove to be inaccurate and are subject to
numerous risks and uncertainties, certain of which are beyond
Khiron's control, including the risk factors discussed in Khiron's
Annual Information Form which is available on Khiron's SEDAR
profile at www.sedar.com. The forward-looking information contained
in this press release is expressly qualified by this cautionary
statement and are made as of the date hereof. Khiron disclaims any
intention and has no obligation or responsibility, except as
required by law, to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise.
United States Disclaimer
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the
United States. The securities have
not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold
within the United States or
to U.S. Persons (as such term is defined in Regulation S under the
U.S. Securities Act) unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from such
registration is available.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this press
release.
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SOURCE Khiron Life Sciences Corp.