Isodiol International Inc. and Supporting Creditors Agree to a Plan of Arrangement for the Divestiture of Kure Corp. and Nullification of up to US$35 million of Required Isodiol Stock Issuances.
Isodiol International Inc. (CSE:ISOL) (OTCQB:ISOLF) (FSE:LB6B.F)(the “Company” or “Isodiol”) announced today that the Company has obtained conditional voting support from the holders of more than 75% of the former shareholders of Kure Corp. (“Kure”) to give effect to a plan of arrangement (the “Plan”) and divestiture of Kure by Isodiol.
Under Division 5 of the British Columbia Business Corporations Act (the “BCBCA”), the Company proposes to enter into a plan of arrangement with the former shareholders of Kure (the “Creditors”). A Creditors’ meeting will be held after at least 21 days’ notice to the Creditors and upon approval of a majority in number and ¾ in value of the Creditors present or voting by proxy at the meeting the Company. Thereafter, the Company will apply to the Supreme Court of British Columbia for approval of the Plan. Subject to any further orders from the Supreme Court of British Columbia, Isodiol will distribute all of the issued and outstanding shares of Kure (the “Kure Shares”) to the former Kure shareholders, and, in consideration for the Kure Shares, Isodiol will be absolved of its February 1, 2019 obligation to issue to the former Kure shareholders Isodiol shares having a value of US$25,000,000.
Isodiol acquired 100% of the issued and outstanding shares of Kure from the Kure shareholders pursuant to a merger agreement, dated April 30, 2018 (the “Merger Agreement”). The Merger Agreement required Isodiol to fund Kure with US$9,000,000 cash for expansions and operations, as well as to issue shares to the former Kure shareholders based on milestones having minimum payouts of up to US$35,000,000. The first of those milestones obligated Isodiol to issue stock valued at US$25,000,000 as of December 31, 2018.
Mr. Agramont, CEO of Isodiol, said, “While we believe Kure has good prospects for revenue growth, the additional short-term cash cost of over US$7,000,000, plus up to US$35,000,000 of stock dilution to our shareholders is simply too great at this time. Moreover, we believe similar capital commitments to the marketing and expansion of our in-house brands through existing retail channels would yield a greater volume of higher margin revenues in a shorter period of time than we could achieve through new retail location opportunities with Kure.”
To date, Isodiol has funded Kure with US$1,725,000, and the former Kure shareholders have received 2,380,952 shares of Isodiol stock. Kure is obligated to repay US$500,000 to Isodiol within 120 days of the effective date of the Plan. All Kure shareholders who sold Kure shares to Isodiol as of the effective date of the prior acquisition, i.e., May 1, 2018, will receive a pro rata allocation of new Kure shares following the divestiture of Kure by Isodiol.
About Isodiol International Inc.
Isodiol International Inc. is focused on the nutritional health benefits that are derived from hemp and is a product development, sales, marketing and distribution company of hemp-based consumer products and solutions.
Isodiol has commercialized a 99%+ pure, naturally isolated CBD, including micro-encapsulations, and nano-technology for quality consumable and topical skin care products. Most recently, the Company received approval for its CBD designated as an Active Pharmaceutical Ingredient for use in Finished Pharmaceutical Products, as was announced on April 26, 2018.
Isodiol’s growth strategy includes the development of over-the-counter and pharmaceutical drugs and continued international expansion into Latin America, Asia, and Europe.
ON BEHALF OF THE BOARD
Marcos Agramont, CEO & Director
Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable securities laws relating to statements regarding the Company’s business, proposed arrangement with creditors, products and future the Company’s business, its product offerings and plans for sales and marketing. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things, the risks that the Company’s products and plan will vary from those stated in this news release and the Company may not be able to carry out its business plans as expected. Except as required by law, the Company expressly disclaims any obligation and does not intend, to update any forward-looking statements or forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct and makes no reference to profitability based on sales reported. The statements in this news release are made as of the date of this release.