Auxly Cannabis Group Inc. (TSX.V: XLY) (OTCQX:
CBWTF) ("
Auxly" or the
"
Company") and
Kaneh Bosm BioTechnology
Inc. (CSE: KBB)(FWB: 8K51)(OTC: KNHBF) ("
Kaneh
Bosm") are pleased to announce that Auxly has completed a
strategic investment (the “
Investment”) and has
entered into a commercial rights agreement (the
“
Agreement” and together with the Investment, the
“
Transaction”) with Kaneh Bosm. The Transaction
provides Auxly access to a significant and established portfolio of
international cannabis licences, assets and distribution networks.
As a result of the Transaction, Auxly believes that it has
substantially accelerated its entry into numerous international
cannabis markets and partnered with an ambitious team focused on
future growth.
Kaneh Bosm, through its subsidiaries, has a
number of agreements and licences in place related to
pharmaceutical distribution, wholesale importation, research and
development, cultivation, production, storage, and exportation of
cannabis and cannabis derivatives. In particular, Kaneh Bosm has
agreements in place to supply a European-based pharmaceutical
distributor with a network of 35,000 pharmacies in 16 countries, in
addition to working interests in industrial hemp licences in Greece
and wholly-owned licences to cultivate, produce, distribute, store,
and export cannabis in Colombia, the Kingdom of Lesotho, and
Denmark. In addition, Kaneh Bosm is actively pursuing further
cannabis licences and related infrastructure in other international
jurisdictions where cannabis is legal for medical or non-medical
purposes. Kaneh Bosm intends to use the net proceeds from the
Investment to begin its growth and development under the strategic
alliance with Auxly, as well as for working capital and general
corporate purposes.
Pursuant to the terms of the Investment, Auxly
has subscribed for $5,000,000 of senior unsecured convertible
debentures (the “Debentures”) of Kaneh Bosm by way
of a non-brokered private placement. The Debentures bear a coupon
of 8.00% and have a maturity date of September 17, 2021. The
Debentures can be converted into units (each a
“Unit”), at the option of the Company, at a price
of $0.53 per Unit. Each Unit consists of one common share of Kaneh
Bosm and one common share purchase warrant exercisable into one
common share of Kaneh Bosm at an exercise price of $1.06 for a
period of three years.
In connection with the Agreement, Auxly will
become a preferred commercial partner to Kaneh Bosm for its future
international and domestic cannabis ventures for a period of 10
years from the effective date of the Agreement. In particular,
during the term, Auxly has a right of first refusal, with certain
limited exceptions, in respect of:
- supplying Kaneh Bosm's extensive world-wide distribution
channels in the event that Kaneh Bosm is looking to source cannabis
products;
- any sale or off-take agreement pursuant to which Kaneh Bosm
intends to sell or distribute cannabis products to any third
party;
- purchasing any of Kaneh Bosm's assets (including its
subsidiaries) in the event that it intends to sell any such assets
to a third party; and
- licensing any intellectual property owned or developed by Kaneh
Bosm, or its subsidiaries, in the event that Kaneh Bosm intends to
license such intellectual property.
In return for the aforementioned rights, Auxly
will, in certain circumstances, provide Kaneh Bosm with guidance
and assistance for all future production-facility design and
development, cannabis licensing and regulatory compliance,
cultivation-strategy development, branding and marketing matters,
distribution-channel expansion and related financing.
Hugo Alves, President and Director of Auxly,
stated: “Auxly’s investment in Kaneh Bosm represents another
synergistic partnership that adds depth to the Auxly platform. This
time, however, the partnership substantially expands our platform
on an international scale. We commend Eugene and his team on the
work they have done in acquiring the valuable platform of assets
that make up Kaneh Bosm and we look forward to working together to
build a meaningful international asset base.”
Eugene Beukman, Chief Executive Officer and
Director of Kaneh Bosm, stated: “We are very fortunate to have
attracted a partner like Auxly. Their support is a further
validator of our conviction that international opportunities in the
right jurisdictions are likely to represent the next major growth
and focus area for capital, as these significant markets mature and
develop. Our licences and target licences in Europe and Latin
America blanket a massive population of eligible and interested
consumers.”
Name Change
In addition, Kaneh Bosm is pleased to announce
that, pursuant to a directors’ resolution, Kaneh Bosm will change
its name to ICC International Cannabis Corp. There will be no
change to the symbol and Kaneh Bosm will continue to trade under
the ticker “KBB”. The Canadian Securities Exchange will publish a
bulletin announcing the effective date of the change in Kaneh
Bosm’s name and it is anticipated that the shares will begin
trading under the new name on or about Thursday, September 20,
2018. The CUSIP number assigned to Kaneh Bosm’s shares following
the name change is 451079107 (ISIN: CA45107911078). No action is
required to be taken by shareholders with respect to the name
change. Outstanding share certificates are not affected by the name
change and do not need to be exchanged.
Kaneh Bosm is also pleased to announce the
launch of the company's redesigned website, which can be viewed at
www.intlcannabiscorp.com. Kaneh Bosm encourages all current and
potential shareholders to visit the website and explore Kaneh
Bosm’s rebranding and redesign initiatives.
ON BEHALF OF THE AUXLY BOARD
"Chuck Rifici" Chairman & CEO
ON BEHALF OF THE KANEH BOSM BOARD
“Michael Martinz” President and Director
About Auxly Cannabis Group Inc. (TSX.V:
XLY) (OTCQX: CBWTF)
Auxly Cannabis Group is a collective of
entrepreneurs with a passion for the cannabis industry past,
present and future. Our mandate is to facilitate growth for our
partners by providing them with financial support and sharing our
collective industry experience. Our partners all have different
visions, voices and brand values, and all share a common goal—to
build a world-class industry based on ethics, diversity, quality
and innovation.
About Kaneh Bosm BioTechnology Inc. (CSE: KBB) (FWB:
8K51) (OTC: KNHBF)
Kaneh Bosm specializes in the acquisition of
marijuana projects and cannabis-related companies. Kaneh Bosm,
through its subsidiaries, has agreements in place for
European-based pharmaceutical distribution, wholesale importation,
research and development, as well as working interests in
industrial hemp licences in Greece, licences to cultivate, produce,
distribute, store, and export Cannabis and Cannabis derivatives in
Colombia, the Kingdom of Lesotho, Africa and Denmark.
Investor Relations:
For more information about investing in Auxly Cannabis Group
Inc., please visit: http://www.auxly.com or contact our
Investor Relations Team: Email: IR@auxly.com Phone:
1.833.695.2414
Stay Connected: Follow up on Twitter
@AuxlyGroup
Media Enquiries (only): For media enquiries or
to set up an interview please contact: Sarah Bain, VP External
Affairs Email: sarah@auxly.com Phone: 613.230.5869
Notice Regarding Forward Looking
Information:
This news release contains certain
"forward-looking information" within the meaning of applicable
Canadian securities law. Forward-looking information is frequently
characterized by words such as "plan", "continue", "expect",
"project", "intend", "believe", "anticipate", "estimate", "may",
"will", "potential", "proposed" and other similar words, or
information that certain events or conditions "may" or "will"
occur. This information is only a prediction. Various assumptions
were used in drawing the conclusions or making the projections
contained in the forward-looking information throughout this news
release. Forward-looking information includes, but is not limited
to: political changes in Canada and internationally, future
legislative and regulatory developments involving cannabis in
Canada and internationally, the Company’s ability to secure
distribution channels in international jurisdictions, competition
and other risks affecting the Company in particular and the
cannabis industry generally.
A number of factors could cause actual results
to differ materially from a conclusion, forecast or projection
contained in the forward-looking information in this release
including, but not limited to, whether: Kaneh Bosm is able to
obtain and maintain its international cannabis licences, the
Company and Kaneh Bosm are able to successfully develop and
maintain their international distribution channels for cannabis
products, Kaneh Bosm can obtain all necessary governmental and
regulatory permits and approvals for its facilities (including
permits for import and export), and whether such permits and
approvals can be obtained in a timely manner, and general economic,
financial market, legislative, regulatory, competitive and
political conditions in which the Company operates will remain the
same. Additional risk factors are disclosed in the revised annual
information form of the Company for the financial year ended
December 31, 2017, dated May 24, 2018.
New factors emerge from time to time, and it is
not possible for management to predict all of those factors or to
assess in advance the impact of each such factor on the Company's
business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking information. The forward-looking
information in this release is based on information currently
available and what management believes are reasonable assumptions.
Forward-looking information speaks only to such assumptions as of
the date of this release. In addition, this release may contain
forward-looking information attributed to third party industry
sources, the accuracy of which has not been verified by the
Company. The purpose of forward-looking information is to provide
the reader with a description of management's expectations, and
such forward-looking information may not be appropriate for any
other purpose. Readers should not place undue reliance on
forward-looking information contained in this release.
The forward-looking information contained in
this release is expressly qualified by the foregoing cautionary
statements and is made as of the date of this release. Except as
may be required by applicable securities laws, the Company does not
undertake any obligation to publicly update or revise any forward-
looking information to reflect events or circumstances after the
date of this release or to reflect the occurrence of unanticipated
events, whether as a result of new information, future events or
results, or otherwise.
Neither TSX Venture Exchange, Canadian
Securities 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.
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