Tetra Bio-Pharma Inc. ("
Tetra" or
the "
Corporation") (TSX VENTURE: TBP) (OTCQB:
TBPMF), a global leader in cannabinoid-based drug development and
discovery, announced today that its board of directors has declared
a dividend-in-kind (the “
Dividend”) of 15,500,000
common shares (each a "
North Bud Share") of North
Bud Farms Inc. ("
North Bud") owned by Tetra pro
rata to the holders of record of outstanding common shares (each, a
"
Tetra Share") of Tetra (the "
Shareholders
of Record") as at September 7, 2018 (the “
Dividend
Record Date”). The Dividend will be payable on September
12, 2018. Tetra Shares purchased on the TSX Venture Exchange (the
"
Exchange") on or after September 6, 2018 will not
be eligible to receive the Dividend. The Corporation would like to
remind all holders of Tetra options or warrants who intend to
exercise their securities and participate in the Dividend that they
should proceed to do so well in advance of the ex-dividend date in
order to ensure that they are eligible to receive the Dividend.
The North Bud Shares were acquired by the
Corporation in connection with the previously announced sale by the
Corporation of GrowPros MMP Inc., details of which are contained in
the Corporation’s previous press releases issued on December 21,
2017 and February 22, 2018. The Corporation has filed a Form 3E
with the TSX Venture Exchange in respect of the Dividend, notifying
the TSX Venture Exchange of the Dividend Record Date.
The Dividend will be paid and satisfied in full
by the Corporation transferring the North Bud Shares to the
Shareholders of Record on the Record Date, on a pro rata basis,
subject to certain adjustments to account for the Corporation’s
withholding obligations under applicable tax laws (as described
below). No fractional North Bud Shares, cash or any other form of
payment will be payable under the Dividend. Any fractional
interests in North Bud Shares under the Dividend will be rounded
down to the nearest whole number of shares. Based upon the number
of Tetra Shares currently outstanding, and without taking into
account the exercise of any options or warrants currently
outstanding or the effect of rounding for fractional interests,
approximately 0.1012 North Bud Shares will be paid under the
Dividend for every 1 Tetra Share held by a Shareholder of Record on
the Record Date.
The Dividend will be an “eligible dividend” for
the purposes of the Income Tax Act (Canada) and corresponding
provincial legislation. The Dividend will be taxable and
non-residents of Canada will be subject to Canadian withholding
taxes. In order to comply with its statutory withholding
obligations, Tetra will, with respect to Shareholders of Record
having a registered address outside of Canada on the Record Date,
withhold and retain all interest, right and title to that number of
North Bud Shares required to meet the Company’s withholding
obligations with respect to such shareholders (the
"Withheld Shares") and remit to the Canada Revenue
Agency, in cash, the equivalent of the fair market value of the
Withheld Shares. The fair market value of the North Bud Shares
distributed under the Dividend shall be, subject to certain
exceptions, equal to the volume weighted average trading price of
the common shares in the capital of North Bud on the Exchange for a
period of 5 consecutive trading days prior to the Dividend payment
date. Shareholders of Record with questions regarding the tax
treatment of the Dividend in their personal circumstances should
consult with their own tax advisors or contact their local office
of the Canada Revenue Agency and, where applicable, the provincial
taxation authorities.
North Bud has filed a final prospectus on August
21, 2018 with the Ontario Securities Commission. The prospectus is
available on SEDAR under North Bud’s profile at www.sedar.com.
Shareholders are urged to read the prospectus in full, as it
contains important information regarding the Dividend, including
regarding certain risk factors and certain income tax matters.
This news release does not constitute an offer
to sell or the solicitation of an offer to buy securities in any
jurisdiction. The North Bud Shares may not be offered or sold in
the United States by holders thereof unless registered under the
U.S. Securities Act of 1933, as amended, and applicable state
securities laws or an exemption from such registration is
available.
About Tetra Bio-Pharma
Inc.Tetra Bio-Pharma (TSX-V: TBP) (OTCQB: TBPMF) is a
biopharmaceutical leader in cannabinoid-based drug discovery and
development with a Health Canada approved, and FDA reviewed,
clinical program aimed at bringing novel prescription drugs and
treatments to patients and their healthcare providers. The Company
has several subsidiaries engaged in the development of an advanced
and growing pipeline of Bio Pharmaceuticals, Natural Health and
Veterinary Products containing cannabis and other medicinal
plant-based elements. With patients at the core of what we do,
Tetra Bio-Pharma is focused on providing rigorous scientific
validation and safety data required for inclusion into the existing
bio pharma industry by regulators, physicians and insurance
companies.
For more information visit:
www.tetrabiopharma.com
About North Bud Farms Inc.North Bud Farms
Inc., through its subsidiary GrowPros MMP Inc., is pursuing a
license under the Access to Cannabis for Medical Purposes
Regulations (ACMPR). North Bud is dedicated to the production
of both pharmaceutical and food grade cannabinoid inputs.
North Bud recently became a reporting issuer in Ontario and has
received conditional acceptance to list its common shares on the
Canadian Securities Exchange (CSE) under the symbol NBUD.
Source: Tetra Bio-Pharma
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Forward-looking statementsSome
statements in this release may contain forward-looking information.
All statements, other than of historical fact, that address
activities, events or developments that the Company believes,
expects or anticipates will or may occur in the future (including,
without limitation, statements regarding potential acquisitions and
financings) are forward-looking statements. Forward-looking
statements are generally identifiable by use of the words "may",
"will", "should", "continue", "expect", "anticipate", "estimate",
"believe", "intend", "plan" or "project" or the negative of these
words or other variations on these words or comparable terminology.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond the Company's ability to
control or predict, that may cause the actual results of the
Company to differ materially from those discussed in the
forward-looking statements. Factors that could cause actual results
or events to differ materially from current expectations include,
among other things, without limitation, the inability of the
Company to obtain sufficient financing to execute the Company's
business plan; competition; regulation and anticipated and
unanticipated costs and delays, the success of the Company's
research and development strategies, including this trial, the
applicability of the discoveries made therein, the successful and
timely completion and uncertainties related to the regulatory
process including the applications for Orphan Drug Designation, the
timing of clinical trials, the timing and outcomes of regulatory or
intellectual property decisions and other risks disclosed in the
Company's public disclosure record on file with the relevant
securities regulatory authorities. Although the Company has
attempted to identify important factors that could cause actual
results or events to differ materially from those described in
forward-looking statements, there may be other factors that cause
results or events not to be as anticipated, estimated or intended.
Readers should not place undue reliance on forward-looking
statements. While no definitive documentation has yet been signed
by the parties and there is no certainty that such documentation
will be signed. The forward-looking statements included in this
news release are made as of the date of this news release and the
Company does not undertake an obligation to publicly update such
forward-looking statements to reflect new information, subsequent
events or otherwise unless required by applicable securities
legislation.
For further information regarding North Bud Farms Inc.,
please contact:Edward Miller
Vice
President, Investor Relationsedward@northbud.com
For further information, please contact Tetra Bio-Pharma
Inc.Bernard Lessard
Chief Financial Officer 438-899-7575 ext. 207
Investors@tetrabiopharma.com
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