Aura Signs Definitive Agreement Disposing of U.S. Cannabis Certification Clinics

- May 1st, 2019

Aura Health Inc. (the “Company” or “Aura”) (CSE:BUZZ) is pleased to announce that its wholly owned subsidiary, Green Global Properties Inc. (“GGPI”), has entered into a definitive purchase and sale agreement dated April 30, 2019 (the “PSA”) with Empower Healthcare Assets Inc. (“Empower”), a Delaware corporation and wholly-owned subsidiary of Empower Clinics Inc (CSE: CBDT), pursuant to which Empower has acquired Aura’s indirectly-held U.S. cannabis assets (the “U.S.Assets”), as previously announced on April 17, 2019 (the “Transaction”).

Aura Health Inc. (the “Company” or “Aura”) (CSE:BUZZ) is pleased to announce that its wholly owned subsidiary, Green Global Properties Inc. (“GGPI”), has entered into a definitive purchase and sale agreement dated April 30, 2019 (the “PSA”) with Empower Healthcare Assets Inc. (“Empower”), a Delaware corporation and wholly-owned subsidiary of Empower Clinics Inc (CSE: CBDT), pursuant to which Empower has acquired Aura’s indirectly-held U.S. cannabis assets (the “U.S.Assets”), as previously announced on April 17, 2019 (the “Transaction”). The U.S. Assets being sold consist of three medical cannabis clinics in the U.S. sun belt, in respect of which GGPI owned a 30% interest through three limited liability companies.

In consideration for the U.S. Assets, GGPI received a promissory note issued by Empower in the principal amount of USD$125,000 (the “Promissory Note”). The Promissory Note bears interest at a rate of 4% per annum, matures on July 31, 2019 and may be prepaid at any time, in whole or in part, without penalty or premium.

Daniel Cohen, CEO of Aura commented, “We are pleased to finalize the sale of Aura’s US assets. Closing of the sale opens a number of doors for the Company, including making Aura eligible to investments from a number of different financial institutions, which do not invest in companies with US cannabis assets.”

The Transaction satisfies an escrow release condition, pursuant to the subscription receipt agreement entered by the Company on February 27, 2019 in connection with the previously announced private placement subscription receipt offering.

About Aura Health Inc.

Aura Health is building an international network of vertically integrated cannabis assets. Through an established product line of cannabis-infused edible products and oil extracts, Aura is dedicated to building a high margin downstream business in the medical marijuana sector. The Company holds convertible debt that converts to 54% equity of HolyCanna, a cultivation and nursery license holder in Israel. Aura has also entered into a definitive agreement to acquire 80% of Pharmadrug, a German medical cannabis and pharmaceutical distributor, as well as into a binding letter of intent to purchase CannabiSendak, the builder of a network of high-profile dispensaries in Israel.

For further information, please contact:

Daniel Cohen, CEO
Aura Health Inc.
(647) 202-1824

David Posner, Chairman
Aura Health Inc.
(647) 985-6727

Caution Regarding Forward-Looking Information:

THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED NOR DOES IT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such statements include reference to eligibility for investments from various financial institutions and the closing of the Transaction and the fulfillment by the Company of its obligations under the agreements referred to herein or in related press releases involving the Transaction. There is no certainty that any of these events will occur. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances. Moreover, while the Company has the intention to satisfy the remaining escrow release conditions, there is no guarantee that this will occur.

The Company’s securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons”, as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein, such as but not limited to dependence on obtaining regulatory approvals, owning interests in companies or projects that are engaged in activities currently considered illegal under United States federal law; changes in laws; limited operating history, reliance on management, requirements for additional financing, competition, hindering market growth; regulatory and political change.

All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

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