TSXV – HVT
VANCOUVER, June 25, 2018 /CNW/ - Harvest One Cannabis Inc. (TSXV: HVT) ("Harvest One" or the "Company") has signed a binding Share Sale Agreement ("SSA") with Australian-based MMJ PhytoTech Limited ("MMJ") for the purchase of 100% of Israeli-based PhytoTech Therapeutics Ltd ("PhytoTech" or "PTL"). The transaction will be a combination of cash and shares.
Upon completion, $1 million in cash and $7 million in Harvest One common shares issued at the then 10-day volume weighted average closing price, will be paid to MMJ. The sale is subject to customary conditions precedent including MMJ's shareholder approval to be sought at a meeting at the end of August 2018.
Founded in 2014, PhytoTech has developed advanced oral delivery formulations for cannabinoid-based prescription drugs and holds an exclusive worldwide licensing agreement with Yissum Research Development Company, the commercial arm of the University of Jerusalem, for a proprietary lipid Nano technology.
In 2016, PTL successfully conducted a Phase 1 clinical trial demonstrating the safety and high performance of its proprietary PTL101 and PTL201 capsules. Importantly, the clinical trial also highlighted the favourable bioavailability of the capsules in comparison to Sativex – a market-leading, commercially available cannabinoid oral spray produced by GW Pharmaceuticals (LON: GWP) (NASDAQ: GWPH).
PhytoTech is currently conducting two separate Phase 2 clinical trials, using Satipharm's proprietary Gelpell Microgel technology; the first in children with epilepsy and the second one in adult patients with multiple sclerosis. In February this year, very positive initial results were released from the epilepsy trial indicating that Satipharm's capsules significantly reduce monthly seizure frequency when added to current medications.
Satipharm will gain access to advanced patents in favourable jurisdictions that can be used for further R&D and product development to aggressively pursue the rapidly evolving cannabis oils market. Demand for oil products are expected to be approximately $500 million per annum by 2020 in Canada alone.
Andreas Gedeon, Managing Director and CEO of Harvest One, said: "The acquisition of PhytoTech Therapeutics marks an important strategic step in the further refinement of Satipharm as the Group's medical and pharmaceutical entity. I am very excited about the prospects arising from this transaction on an international scale. We expect the integration of PTL to result in significant international commercial opportunities in the near term and look forward to updating the market with the developments."
Due to the fact that MMJ is an insider and a related party of Harvest One, this transaction is considered a "related party transaction" as set out in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Harvest One intends to rely on the exemption from the valuation requirements of MI 61-101 contained in section 5.5(a) and from minority approval requirements pursuant to section 5.7(a), due to the fact that the fair market value of the subject matter of, and the consideration for, the transaction, does not exceed 25% of the market capitalization of Harvest One.
About Harvest One Cannabis Inc. (TSXV: HVT)
Harvest One is a global cannabis company focused on delivering high quality, innovative cannabis products and technology to regulated markets around the world. Shareholders have significant exposure to the entire cannabis value chain through three wholly owned operating subsidiaries: Horticultural arm and Canadian Licensed Producer United Greeneries Ltd., medical and pharmaceutical arm Satipharm AG in Switzerland and Dream Water Global, the Group's consumer goods division.
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The forward-looking information contained in this press release is made as of the date hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accept responsibility for the adequacy or accuracy of this release.
SOURCE Harvest One Cannabis Inc.
For further information: Colin Clancy, Investor Relations, + 1 (877) 915-7934, [email protected]