Aura Signs Definitive Agreement Disposing of U.S. Cannabis Certification Clinics
May 01 2019 - 3:21PM
NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,
DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR
IN PART, IN OR INTO THE UNITED STATES.
Aura Health Inc. (the “
Company” or
“
Aura”) (
CSE:BUZZ) is
pleased to announce that its wholly owned subsidiary, Green Global
Properties Inc. (“
GGPI”), has entered into a
definitive purchase and sale agreement dated April 30, 2019 (the
“
PSA”) with Empower Healthcare Assets Inc.
(“
Empower”), a Delaware corporation and
wholly-owned subsidiary of Empower Clinics Inc (CSE: CBDT),
pursuant to which Empower has acquired Aura’s indirectly-held U.S.
cannabis assets (the “
U.S.
Assets”), as previously announced on April 17,
2019 (the “
Transaction”). The U.S. Assets being
sold consist of three medical cannabis clinics in the U.S. sun
belt, in respect of which GGPI owned a 30% interest through three
limited liability companies.
In consideration for the U.S. Assets, GGPI
received a promissory note issued by Empower in the principal
amount of USD$125,000 (the “Promissory
Note”). The Promissory Note bears interest at a
rate of 4% per annum, matures on July 31, 2019 and may be prepaid
at any time, in whole or in part, without penalty or premium.
Daniel Cohen, CEO of Aura commented, “We are
pleased to finalize the sale of Aura’s US assets. Closing of the
sale opens a number of doors for the Company, including making Aura
eligible to investments from a number of different financial
institutions, which do not invest in companies with US cannabis
assets.”
The Transaction satisfies an escrow release
condition, pursuant to the subscription receipt agreement entered
by the Company on February 27, 2019 in connection with the
previously announced private placement subscription receipt
offering.
About Aura Health Inc.
Aura Health is building an international network
of vertically integrated cannabis assets. Through an established
product line of cannabis-infused edible products and oil extracts,
Aura is dedicated to building a high margin downstream business in
the medical marijuana sector. The Company holds convertible debt
that converts to 54% equity of HolyCanna, a cultivation and nursery
license holder in Israel. Aura has also entered into a definitive
agreement to acquire 80% of Pharmadrug, a German medical cannabis
and pharmaceutical distributor, as well as into a binding letter of
intent to purchase CannabiSendak, the builder of a network of
high-profile dispensaries in Israel.
For further information, please contact:
Daniel Cohen, CEO Aura Health Inc. (647)
202-1824
David Posner, ChairmanAura Health Inc. (647)
985-6727
Caution Regarding Forward-Looking
Information:
THE CANADIAN SECURITIES EXCHANGE HAS NOT
REVIEWED NOR DOES IT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
This news release may contain forward-looking
statements and information based on current expectations. These
statements should not be read as guarantees of future performance
or results. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from those
implied by such statements. Such statements include reference to
eligibility for investments from various financial institutions and
the closing of the Transaction and the fulfillment by the Company
of its obligations under the agreements referred to herein or in
related press releases involving the Transaction. There is no
certainty that any of these events will occur. Although such
statements are based on management's reasonable assumptions, there
can be no assurance that such assumptions will prove to be correct.
We assume no responsibility to update or revise them to reflect new
events or circumstances. Moreover, while the Company has the
intention to satisfy the remaining escrow release conditions, there
is no guarantee that this will occur.
The Company's securities have not been
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or applicable state securities laws, and
may not be offered or sold to, or for the account or benefit of,
persons in the United States or "U.S. Persons", as such term is
defined in Regulation S under the U.S. Securities Act, absent
registration or an applicable exemption from such registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in the United States or any jurisdiction in
which such offer, solicitation or sale would be unlawful.
Additionally, there are known and unknown risk
factors which could cause the Company's actual results, performance
or achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking information contained herein, such as but not
limited to dependence on obtaining regulatory approvals, owning
interests in companies or projects that are engaged in activities
currently considered illegal under United States federal law;
changes in laws; limited operating history, reliance on management,
requirements for additional financing, competition, hindering
market growth; regulatory and political change.
All forward-looking information herein is
qualified in its entirety by this cautionary statement, and the
Company disclaims any obligation to revise or update any such
forward-looking information or to publicly announce the result of
any revisions to any of the forward-looking information contained
herein to reflect future results, events or developments, except as
required by law.
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