Osoyoos Cannabis Inc. (CSE: OSO) (“Osoyoos” or the “Company”) announced today that it has agreed to acquire 100% of the shares (the “Acquisition”) of 1196691 B.C. Ltd. d/b/a “PCAI Pharma” (the “Parent”) the parent company that holds 100% of the shares of AI Pharmaceuticals Jamaica Limited (“AI Pharma”). AI Pharma is engaged in the research and development of cannabis (cannabinoids) and mushrooms (psilocin) based pharmaceutical, nutraceutical and cosmeceutical formulations and related intellectual property.
In connection with the Acquisition, the Company has entered into a share purchase agreement (the “Share Purchase Agreement”) dated June 26, 2020 between the Company, as purchaser, and the shareholders of the Parent, as vendors. Under the terms of the Share Purchase Agreement, the Company agreed to purchase from the vendors and the vendors agreed to sell to the Company all of the issued and outstanding shares (the “Parent Shares”) of the Parent. In consideration for the Parent Shares, the Company agreed to pay to the vendors a purchase price of $2,520,000, to be satisfied by issuing to the vendors an aggregate of 36,000,000 common shares of the Company at a deemed price of $0.07 per share. The transaction was negotiated at arm’s length with the vendors.
The Share Purchase Agreement contains representations, warranties, covenants, and conditions, including conditions precedent, that are typical of a transaction of this nature. The completion of the Acquisition expected to occur on or around June 30, 2020.
About AI Pharma
AI Pharma is a private corporation incorporated and operating under the laws of Jamaica, 100% owned by 1196691 B.C. Ltd. d/b/a “PCAI Pharma” (www.pcai.ca). The business of AI Pharma involves science, research, treatment, data mining and artificial intelligence, focused on the development of combinatorial pharmaceuticals, nutraceuticals and cosmeceuticals utilizing compounds from cannabis (cannabinoids), psychedelic mushrooms (psilocybin), fungi and other psychedelic formulations and their related medicinal global intellectual property protection, which may lead to the development, testing and production of high-quality, legal, medicinal products and treatments that can be brought to market and used to treat clinical conditions and improve wellness. AI Pharma’s business, with its combinatorial discovery research utilizing cannabis in association with a Jamaican-based Cannabis License Authority licensed partner, is at an early stage and has not yet generated revenues.
About Osoyoos Cannabis Inc.
Osoyoos Cannabis Inc. has a joint-venture agreement with a private, vertically-integrated licensed producer under the Cannabis Act (Canada) to offer contract tolling extraction services to third-party businesses. The Company is also seeking out other opportunities within the cannabis industry both in Canada and internationally.
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Chief Executive Officer
DISCLAIMER & READER ADVISORY
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”, “may”, “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. In particular, this release contains forward-looking information relating to the Acquisition, the completion of the Acquisition and the business of AI Pharma. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the parties. The material factors and assumptions include regulatory and other third-party approvals; licensing and other risks. The forward-looking information contained in this release is made as of the date hereof and the parties are 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.