VANCOUVER, British Columbia, April 13, 2022 (GLOBE NEWSWIRE) — Isracann Biosciences Inc. (CSE: IPOT) (XFRA: A2PT0E) (OTC: ISCNF) (the “Company”) is pleased to announce that, further to the Company’s press releases dated February 23, 2022 and March 28, 2022, it has completed its acquisition of Praesidio Health Inc. (“praesidio”). Under the terms of the definitive agreement dated March 24, 2022 with Praesidio and the shareholders of Praesidio (the “Praesidio shareholders“), the Company acquired all of the issued and outstanding shares of the capital of Praesidio (the “Praesidio Actions”) for a total consideration of C$4,000,000 in common shares (the “Counterpart shares“) in the capital of the Company (the “Transaction”). Praesidio will operate as a wholly owned subsidiary of the Company.
Praesidio (https://www.praesidiohealth.com/) is an industry-leading Canadian medical research company that develops and validates natural health products (“NHP”) using an evidence-based process. A pioneer in NHPs and therapeutics, Praesidio is actively developing several NHP candidates for use in a range of conditions, including viral post-exposure prophylaxis, urology, anxiety/stress, immune stimulation and sleeping pills. Praesidio uses formulation combinations with and without cannabinoids and/or psilocybin, which offers the possibility of developing products in conjunction with future operations in Israel, including direct access to European markets.
The Matching Shares will be issued to Praesidio Shareholders in seven tranches, together with 12,210,008 Matching Shares (the “First Installment Actions” 4Closing”) and consideration shares having an aggregate deemed value of C$500,000 issued every six months thereafter until the third anniversary of the closing date. The price of the Consideration Shares will be equal to the volume-weighted average of the actual trading prices (measured in hundredths of a cent) of the common shares in the capital of the Company on the Canadian Securities Exchange (the “CSE”) for ten consecutive business days ending on the day that is two business days prior to the applicable issue date. The First Installment Shares were issued at a deemed price of C$0.0819 per First Installment Share. All Consideration Shares are subject to a contractual escrow period, with release dates ranging from 12 to 48 months after closing.
The Company is also pleased to announce the appointments of Dr. George Vrabec and Bob Mehr as Director of Natural Health Products and Vice President of Natural Health Product Development, respectively, as part of the transaction. The appointments will take effect from April 15, 2022.
Dr. George Vrabec, MD FRCSC (Urol.) is a urologist and surgeon with over 20 years of medical experience, as well as the Principal Investigator of Exdeo Clinical Research. Dr. Vrabec has conducted over 30 clinical trials in a wide range of urological diseases and has published studies in various journals including the New England Journal of Medicine. Dr. Vrabec sits on several boards, including the Fraser Valley Health Care Foundation.
Bob Mehr is President and CEO of Pure Integrative Pharmacies, which operates 17 integrative pharmacies in British Columbia. Mr. Mehr has nearly 30 years of experience in the pharmaceutical services industry and has developed a number of formulations and supplements authorized by Health Canada. Mr. Mehr is a member of several professional associations, including the British Columbia College of Pharmacists and the British Columbia Pharmacy Association.
“We originally founded Praesidio with the aim of integrating NHPs into current medical practice. Our vision was to validate these treatments alongside conventional medical treatments, thereby enabling healthcare providers and their patients to access these treatments. Today, we are very pleased to partner with the Isracann team, as we believe it will have a positive impact on the development of our NHPs and the execution of our clinical strategy to introduce them into new standards of medical care,” says Dr. Vrabec.
Isracann CEO Phil Floucault noted, “We are very pleased to have executed the first phase of our natural health products strategic plan. It’s great to actively build momentum toward revenue generation in North America and overseas. We are excited about the new formulations and welcome the entire team at Praesidio who have brought fantastic products, enthusiasm and an aggressive outlook to our business. We look forward to working together to create a solid business opportunity and tangible shareholder value in the weeks and months ahead. »
The securities of the Company referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Law”), or any state securities law. Accordingly, the securities of the Company may only be offered or sold in the United States if they are registered under the US Securities Act and applicable state securities laws or under an exemption from the requirements of registration of the US Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Isracann Biosciences Inc.
Isracann is an Israel-based cannabis company that aims to become a leading cannabis producer offering low-cost production targeting key undersupplied European markets. Based in Israel’s agricultural sector, Isracann will build on its development within the world’s most experienced country in cannabis research. The company has entered into agreements in Israel for the cultivation of marijuana for medical purposes. For more information, visit: www.isracann.com.
ON BEHALF OF THE BOARD OF DIRECTORS
CEO and President
CSE does not accept responsibility for the adequacy or accuracy of this release.
This press release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends to ”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “could”, “could” or “should” occur. Forward-looking statements may include, but are not limited to, statements relating to the transaction, the consideration actions, future product development and the appointments of Dr. George Vrabec and Bob Mehr. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. All forward-looking statements contained in this press release are made as of the date of this press release. The forward-looking statements contained herein are also generally subject to assumptions and risks and uncertainties that are described from time to time in the Company’s filings from time to time with the CSE, the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission. Although Isracann believes that the expectations expressed in these forward-looking statements are based on reasonable assumptions, these statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Isracann expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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