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TORONTO, ONTARIO -- (Marketwired) -- 08/22/17 -- Maricann Group Inc. (CSE: MARI)(CSE: MARI.CN)(CNSX: MARI) ("Maricann" or the "Company") announced today that it has entered into an agreement ("Acquisition Agreement") to acquire 100% of the issued and outstanding shares of NanoLeaf Technologies Inc. ("NanoLeaf"), a biotech company possessing licensing rights to a number of globally patented technologies that provide proven pharmaceutical, nutraceutical, cosmetic and functional beverage drug delivery formulations. The transaction is expected to be completed by the end of September 2017.
NanoLeaf, through its licensing agreement with Vesifact, has developed and marketed the first cannabinoid standardized dose soft gel capsule in a nano-dispersed drug called Vesisorb. The challenge the cannabis industry has faced is finding a predictable delivery mechanism of cannabinoids in an oral dosing format. Cannabinoids are a fat-soluble compound that have low solubility, leading to low dissolution rates and significant first-pass liver metabolism resulting in low and unpredictable oral cannabinoid bioavailability. This poor solubility not only gives low oral bio-availability but also leads to high inter- and intra-subject variability and lack of dose proportionality.
Pursuant to the Acquisition Agreement, NanoLeaf shareholders will receive C$38.5 million in consideration for their NanoLeaf shares, to be satisfied by delivery of approximately 18.3 million common shares of Maricann (the "Closing Shares") at a deemed value of $2.10 per share (subject to adjustment as described below). Maricann will also loan NanoLeaf C$1.6 million in cash to settle existing liabilities of NanoLeaf in advance of completing the acquisition, resulting in deemed total transaction consideration of C$40.1 million.
The number of shares issued to NanoLeaf shareholders is subject to adjustment in certain circumstances following closing, including if, on the date that is 179 days post-closing (the "Adjustment Calculation Date"), the volume weight average price of Maricann common shares for the preceeding 20-day period (the "Adjustment VWAP") is less than $2.10, the Company will issue incremental shares to NanoLeaf ("Adjustment Shares") in accordance with the following formula:
(C$38.5 million / Adjustment VWAP)) - Number of Closing Shares issued).
The Adjustment VWAP is subject to a minimum of $1.40 per Maricann share resulting in a maximum number of Adjustment Shares of approximately 9.2 million. The Adjustment Calculation Date will be accelerated should Maricann announce a change of control before the Adjustment Calculation Date. For more information on the terms of the acquisition, please refer to the Share Purchase Agreement between Maricann and the NanoLeaf shareholders date August 21, 2017, which will be filed under Maricann's profile on www.sedar.com.
Vesisorb, a patented cannabinoid drug delivery technology developed at the Zurich Institute of Technology and formulated and manufactured under Good Manufacturing Practices and Food and Drug Administration standards in Baar Switzerland, is a proven nano-dispersion technology used in the pharmaceutical, nutraceutical and cosmetic industries, that will improve the water solubility and ultimately, bioavailability of lipophilic drugs (cannabinoids). The technology does not change the molecular structure of cannabinoids.
Vesisorb has shown very strong properties from thermodynamic stability (long shelf life), easy formation (zero interfacial tension and almost spontaneous formation), optical isotropy, high surface area (high solubilization capacity), very small droplet size, standardized dosages, high concentration of bioactive cannabinoids, increased absorption and bioavailability. The small droplets also provide better adherence to membranes and transport drug molecules in a controlled fashion. The key for health care professionals and the pharmaceutical industry is to provide a more efficacious cannabinoid therapy through predictable meter dosing with no delayed onsets and fast absorption.
In connection with the agreement to acquire NanoLeaf, Dr. James Hyssen will be appointed as Chief Operating Officer of Maricann Group Inc. upon signing. Dr. Hyssen possesses an accomplished background as the co-founder of Douglas Laboratories Canada, a globally recognized manufacturer of specialized nutraceuticals. Dr. Hyssen will lead the company's operations as it expands its product offering globally through multiple recognized distribution channels. Terry Fretz, current COO will move to President of the company, focusing effort on development of the company's initiatives in the Pharmaceutical sector, and expansion of the company's global footprint.
"The acquisition of NanoLeaf Technologies Inc. will significantly enhance Maricann's growth trajectory by expanding our product portfolio, delivering access to new markets, and strengthening our pipeline of future products, making us leaders in the drug delivery of cannabinoids" said Ben Ward, CEO of Maricann. "Health Care Professionals are
comfortable with traditional drug delivery systems, and patients understand how to use them."
Eight Capital is acting as financial advisor and Blake, Cassels & Graydon LLP is acting as legal counsel to Maricann. Cassels, Brock & Blackwell LLP is acting as legal counsel to NanoLeaf and its shareholders.
About Maricann Group Inc.
Maricann is a vertically integrated producer and distributor of marijuana for medical purposes. The company was founded in 2013 and is based in Toronto, Canada and Munich, Germany, with production facilities in Langton, Ontario, Canada where it operates a medicinal cannabis cultivation, extraction, formulation and distribution business under federal licence from the Government of Canada. and Dresden, Saxony, Germany. Maricann is currently undertaking an expansion of its cultivation and support facilities in Canada in a fully funded 217,000 sq. ft. (20,159 sq. m) build out, to support existing and future patient growth.
For more information about Maricann please visit our website at www.maricann.ca
Certain statements in this document, including statements with respect to the proposed acquisition of NanoLeaf Technologies Inc. and the timing thereof, contain forward-looking statements which can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "desires", "will", "should", "projects", "estimates", "contemplates", "anticipates", "intends", or any negative such as "does not believe" or other variations thereof or comparable terminology. No assurance can be given that potential future results or circumstances described in the forward-looking statements will be achieved or will occur. By their nature, these forward-looking statements necessarily involve risks and uncertainties, including those discussed herein, that could cause actual results to significantly differ from those contemplated by these forward-looking statements. Such statements reflect the view of the Company with respect to future events, and are based on information currently available to the Company and on assumptions, which it considers reasonable. Management cautions readers that the assumptions relative to the future events, several of which are beyond Management's control, could prove to be incorrect, given that they are subject to certain risk and uncertainties, and that actual results may differ materially from those projected. There can be no assurance that the proposed transaction will occur or that the anticipated strategic benefits will be realized. The proposed transaction could be modified, restricted or terminated. Factors which could cause results or events to differ from current expectations include, among other things: the satisfaction of the conditions to closing the acquisition; whether the consideration is adjusted pursuant to the terms of the share purchase agreement; fluctuations in operating results; the impact of general economic, industry and market conditions; the ability to recruit and retain qualified employees; fluctuations in cash flow; increased levels of outstanding debt and obligations under a capital lease; expectations regarding market demand for particular products and the dependence on new product development; the impact of market change; and the impact of price and product competition. Management disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.Contacts: Investor Relations: Shawn Alexander VP Investor Relations 289-288-6284 Media: Carrie Booze North 6th Agency 212-334-9753 ext.142 Corporate Headquarters (Canada) Maricann Group Inc. (Toronto) 845 Harrington Court, Unit 3 Burlington Ontario L7N 3P3 Canada 289-288-6274 European Headquarters (Germany) Maricann GmbH Thierschstrasse 3, 80538 Munchen, Deutschland NEXT ARTICLE
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