Corazon and NanoSphere Sign Binding Merger Agreement
June 05 2017 - 11:04AM
Corazon Gold Corp. (TSX-V:CGW) (“Corazon” or the “Company”) is
pleased to announce that it has completed its due diligence on
NanoSphere Health Sciences LLC (“NanoSphere”) and has signed a
binding Merger Agreement dated May 18th, 2017, to acquire 100% of
the issued shares of NanoSphere through the merger of NanoSphere
and a wholly-owned subsidiary of Corazon (see also Corazon’s press
release dated January 5th 2017, available under the Company’s SEDAR
profile at www.sedar.com or the Company’s website at
www.corazonau.com).
Pursuant to the acquisition, Corazon will issue
40,000,000 common shares upon closing and an additional 19,000,000
shares upon initial commercialization of NanoSphere’s products. All
common shares issued to the NanoSphere shareholders will be subject
to a 3-year pooling. Corazon also intends to complete a financing
of $7,000,000 CAD, for which the terms will be announced in short
order.
Corazon also commissioned an independent
comprehensive valuation report on the fair market value of
NanoSphere, which was largely based on the existing cannabis
division and did not take into account the prospects of
NanoSphere’s technology in three other potential future product
lines: NSAID’s (non-steroidal anti-inflammatory drugs),
nutraceuticals and animal health products. Based on the
weighting of three methodologies, the valuation report concluded a
fair market value for NanoSphere (basically, the cannabis division
alone, at an early commercialization stage) of up to $24 million
CAD, and that the valuation is reasonable given that NanoSphere has
developed a proprietary technology/product in a market that is
currently highly commoditized.
Corazon is also pleased to announce that it is in
the process of submitting a listing statement to the Canadian Stock
Exchange (CSE). This move provides greater flexibility to the
company while we are developing our revenue streams and will
greatly reduce initial listing and on going public company costs.
This move also presents opportunities for rapid expansion
nationally and internationally.
With strong support from the scientific community,
a seasoned executive team and a treasury of over $1,000,000 CAD,
Corazon is well positioned to take advantage of this truly
revolutionary delivery system.
Corazon also announces that it has appointed
Bennett Liu as chief financial officer, effective immediately,
following the resignation of Bao Huo. The company thanks Mr. Huo
for his service to the company in the past.
Bennett Liu has acquired experience in the areas of
financial reporting, regulatory compliance, treasury, and audit in
Canada and is an officer of other Canadian public companies. Mr.
Liu holds a Diploma in Accounting from British Columbia Institute
of Technology.
About NanoSphere:
Within NanoSphere’s cannabis division, the
NanoSphere Delivery System™ pioneers standardized precision-metered
dosages by intra-oral, intra-nasal and transdermal administration
within the medical and recreational markets. The NanoSphere
Delivery System™ addresses many issues in the traditional delivery
of cannabis products by inhalation and ingestion, such as:
- Low bioavailability when administered orally – on average only
6% of orally ingested cannabinoids (THC & CBD) reach systemic
circulation, resulting in poor therapeutic value.
- Smoking and vaporization have no reliable dosages as
medicine.
- Inefficient delivery and binding of cannabinoids to CB1 and CB2
receptors in cell membranes, resulting in poor therapeutic
value.
- Significant delays in the onset of effects from ingesting
edibles - 45 minutes to 2 hours.
- Rapid onset and decline of activity from smoking and vaping
cannabis.
- Lack of standardized dosing ability in smoking, vaping or
ingesting cannabis.
- Accidental over-administration of edibles (“stacking”).
- Irritation and potential damage to respiratory system from
smoking and vaping.
- Safety and efficacy issues.
Recent pharmacokinetic testing (clinical blood
studies) confirmed the quick entrance of THC into the bloodstream,
within ten minutes, compared to an hour or more with standard
ingested THC. The testing also demonstrated significantly higher
blood concentrations, greater bioavailability and longer
circulation half-life within the human body compared to ingested
THC and oral mucosal sprays. NanoSphere’s technology creates an
entirely new product category and user-friendly delivery system
within the cannabis industry with the potential to greatly expand
the patient and adult use markets.
On behalf of Corazon Gold Corp.
Victor Goncalves, President & CEO
Completion of the transaction is subject to a
number of conditions, including but not limited to Exchange
acceptance and if applicable, disinterested shareholder approval.
Where applicable, the transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the transaction will be completed as proposed or at all. Investors
are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in
connection with the transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of Corazon Gold Corp. should be considered highly speculative. The
TSX Venture Exchange Inc. has in no way passed upon the merits of
the transaction and has neither approved nor disapproved the
contents of this news release. 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 news release.
This news release includes forward looking
statements that are subject to assumptions, risks and
uncertainties. Statements in this news release which are not purely
historical are forward looking statements, including without
limitation any statements concerning the Company's intentions,
plans, estimates, expectations or beliefs regarding the future.
Although the Company believes that any forward looking statements
in this news release are reasonable, there can be no assurance that
any such forward looking statements will prove to be accurate. The
Company cautions readers that all forward looking statements,
including without limitation those relating to the Company's future
operations and business prospects, are based on assumptions none of
which can be assured, and are subject to certain risks and
uncertainties that could cause actual events or results to differ
materially from those indicated in the forward looking statements.
Readers are advised to rely on their own evaluation of such risks
and uncertainties and should not place undue reliance on forward
looking statements. Any forward looking statements are made as of
the date of this news release, and the Company assumes no
obligation to update the forward looking statements, or to update
the reasons why actual events or results could or do differ from
those projected in the forward looking statements. The Company
assumes no obligation to update any forward looking statements,
whether as a result of new information, future events or
otherwise.
Contact Information: Victor Goncalves
President & CEO 1-204-997-5517
vgoncalves@corazonau.com