Luminor Medical Technologies Inc. (CSE:LMT) (“the Company”) is pleased to announce it has executed an agreement (the “Agreement”) to acquire 100% of the issued and outstanding shares of RISE Research Inc. (“RISE”, “RISE Research”). Previously, the Company held an exclusive Canadian license for cannabis-based consumer products developed by RISE Research, and now seeks to expand its participation and reach with this acquisition.
All RISE consumer products are based on patent-pending formulations and processes that produce specific targeted effects for both the medical and adult-use sectors. A key area of focus for RISE is evidence-based formulations to address sexual health and wellness for both adult men and women. To be positioned well within the most active marketplaces the Company will initially be offering products based on separate formulations developed with distinct CBD and THC based components to the California market starting in Q1 of 2018 and will follow on with other US jurisdictions. These solutions will also be presented to the Canadian market when regulatory conditions take effect.
Of important note, the Company will only sell THC-based products under license to third parties in the U.S. until federal law pertaining to cannabis is changed. The primary manufacturing and marketing focus will instead be on CBD products derived from the highest quality CBD hemp certified as ‘U.S. Farm Bill compliant’ enabling the Company to stay completely aligned with U.S. federal law. This class of product may be sold in most U.S. states and in many countries around the world, and means that the Company is not adversely affected in any way by the recent revocation of the ‘Cole memo’ by the U.S. Department of Justice.
Under the terms of the Agreement, the Company will issue 9,500,000 common shares to the shareholders of RISE Research and buy out the current Canadian royalty agreement for a sum of $250,000. RISE assets include cannabis commercial products based on patent pending formulations and processes currently filed with the U.S. Patent and Trademark Office. Beyond an approximate accounts payable value of $100,000, RISE Research has no material liabilities.
On closing of the acquisition, Anton Mattadeen will become the Company’s Chief Executive Officer. “We have created intriguing consumer product formulations that are designed to generate appeal beyond the world of cannabis and into an evolving mainstream audience,” said Mattadeen. “This agreement represents the next logical step in that process, and underscores the, commitment, understanding, and alignment that exists within our blended group.”
The Company’s current CEO, Christian Sauvageau, will remain in an advisory role to continue the development of the Scout DS® medical device. “The Board of Directors greatly appreciates the leadership that Mr. Sauvageau brought to the company over the past two years. His unwavering support of this strategic business opportunity was a key factor in this acquisition,” said Chairman Harry Bloomfield. “All of us are extremely excited about the future direction of the Company.”
When the Company initially acquired the Canadian license from RISE in September 2017, Anton Mattadeen, the RISE CEO, joined the Board of Directors of the Company. Given that Mr. Mattadeen is a Director of the Company and a shareholder of both the Company and RISE Research, the acquisition of RISE is a non-arms-length transaction.
The acquisition is subject to a number of conditions, including but not limited to Canadian Securities Exchange acceptance. There can be no assurance that the acquisition of RISE Research will be completed as proposed, or at all.
About RISE Research Inc.
RISE Research Inc. is a private British Columbia Corporation that develops cutting- edge cannabis consumer products for both medical and adult-use consumer market sectors, as they emerge globally.
About Luminor Medical Technologies
Luminor Medical Technologies operates through two wholly owned subsidiaries: Scout Assessment Corp. and Jamaica BLU Limited. Scout Assessment Corp.’s key product is the Scout DS®, a device that has been regulatory cleared in certain markets as a non-invasive clinical tool to assist in the identification of both pre- and Type II diabetes. Jamaica BLU Limited holds the exclusive Canadian licence for all current and future cannabis commercial products developed by RISE Research Inc. Currently, RISE Research’s portfolio consists of cannabis-based formulations to support adult sexual health and wellness.
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Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
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