Highlights of proposed transaction,
include ICC gaining:
ICC Labs Inc. (“
ICC Labs” or the
“
Company”) (TSX-V:ICC) (Frankfurt:2Q9) is pleased
to announce that it has signed a term sheet (the “
Term
Sheet”) for a proposed strategic investment in
Global Group Kalapa S.L.
(“
KALAPA”), a private company headquartered in
Barcelona.
According to the Term Sheet, ICC Labs may
acquire an initial 25% equity stake in KALAPA to be paid with a
combination of cash, pure CBD produced by ICC Labs, and common
shares of ICC Labs with the option to acquire the remaining 75%
prior to the end of 2018.
ICC Labs intends to close the initial 25% equity
stake in April 2018, with such closing remaining subject to TSX
Venture Exchange (the “TSX-V”) approval and other
customary closing conditions, including negotiating and entering
into definitive transaction documents and the completion of due
diligence.
Founded in 2014, KALAPA, through its various
holdings, covers the value chain of medical cannabis from
production to distribution. KALAPA’s current holdings are described
below.
KSK Labs S.L. is a whole-owned
subsidiary of KALAPA. KSK Labs intends to research, develop,
manufacture and distribute a product portfolio of registered CBD
products based on cannabidiol (CBD) under the MyCBD and CBDinol
brands, in partnership with UNG Labs S.L. (United Natural Green
Labs).
The current product portfolio of KSK Labs is
comprised of sub-lingual oils (with different concentrations),
creams, and teas, with new product lines to be launched in 2018.
KSK Labs products are legally sold throughout Western Europe,
including Spain, France, Italy, UK, and Germany. KSK Labs is
currently targeting an entrance into new lawful European markets in
2018, including Portugal, Poland and Greece.
KALAPA owns 100% of Kalapa Clinic
S.L., an innovative medical consultancy in Europe for
alternative treatment with cannabinoids. The Kalapa Clinic’s
objectives are:
- medical consultancy for patients
and people interested in the alternative treatment with
cannabinoids;
- education of professionals being
part of the Kalapa Clinic network; and
- setting-up an international base
for observational and pre-clinical studies for the development of
medicines based on API’s (Active Pharmaceutical Ingredients) from
cannabinoids.
This year, Kalapa Clinic also intends to launch
the TIMCI (The International Medical Cannabis Institute), which
will offer training and webinar certified courses on medical
cannabis conducted by professionals.
KALAPA additionally is a joint venture partner
in two additional projects: (i) CBM Labs, based in The Netherlands,
which seeks to develop cannabinoid-based medicines and has applied
for applicable medicinal licenses; and (ii) CanPharma GmbH, a
company seeking to import cannabis flowers and derivates into the
German market, which has applied for the certain medicinal cannabis
import licenses.
“We are happy to join forces with ICC Labs in a
project with a truly global perspective. Importantly, this
potential venture not only facilitates access to high quality raw
material and products, but also provides opportunities to conduct
joint R&D. Furthermore, we intend to develop a B2B channels
with European pharmacies together, most likely with the ICC brand
'BIDIOL',” says Dr. Henrik Sprengel, CEO of KALAPA.
“We have found a perfect partner in KALAPA as
part of our strategy to get a strong foothold into the European
markets, especially for facilitating B2B distribution channels for
products that we intend to sell, such as our proprietary line of
CBD oil branded 'BIDIOL'. Furthermore, KALAPA has an excellent
history of product development, and profound knowledge on the
effects of cannabinoids as we continue our R&D plan and develop
our API’s and pre-clinical trials in the second quarter of this
year,” commented Alejandro Antalich, Chief Executive Officer of ICC
Labs.
“Having operations in a low cost jurisdiction,
Uruguay, and proposed operations in another low cost jurisdiction,
Colombia, will give us a great advantage in supplying high-quality
cannabis products at extremely competitive prices to Europe. We are
also looking forward to our first outdoor harvest of high-CBD
cannabis in Uruguay in April this year,” he added.
ABOUT ICC LABS INC.
ICC Labs is a fully licensed producer and
distributor of medicinal cannabinoid extracts, recreational
cannabis and industrial hemp products in Uruguay as well as a fully
licensed producer of medicinal cannabis in Colombia. The Company
has active operations in Uruguay, and is focused on becoming the
worldwide leading producer of cannabinoids extracts, giving support
and promoting the responsible use for medicinal purposes, backed by
scientific research and innovation, while following strict
compliance and the highest standards for quality and safety.
For more information, please visit
www.icclabs.com.
Contact:
ICC Labs Inc.Alejandro Antalich, Chief Executive
Officer t: 598-2900-0000e: ir@icclabs.com
Neither the TSX-V nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX-V) accepts responsibility for the adequacy or accuracy of this
release.
Certain statements in this press release
constitute forward-looking information. All statements other than
statements of historical fact contained in this press release,
including, without limitation, those regarding the Company’s future
production and sales, results of operations, strategy, plans,
objectives, goals and targets, and any statements preceded by,
followed by or that include the words “believe”, “expect”, “aim”,
“intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”,
“estimate”, “forecast”, “predict”, “project”, “seek”, “should” or
similar expressions or the negative thereof, are forward-looking
statements. These statements are not historical facts but instead
represent only the Company’s expectations, estimates and
projections regarding future events. These statements are not
guarantees of future performance and involve assumptions, risks and
uncertainties that are difficult to predict. Therefore, actual
results may differ materially from what is expressed, implied or
forecasted in such forward-looking statements.
Additional factors that could cause actual
results, performance or achievements to differ materially include,
but are not limited to: the Company’s ability to complete the
transactions contemplated by the Term Sheet on the terms disclosed
herein or at all, inaccuracies in the information that KALAPA has
provided to the Company with respect to its business and
operations, an inability of the Company to integrate KALAPA into
its operations, and receipt of the requisite regulatory approvals
required to complete the transactions, including of the TSX-V and
various import/export agencies. Additional information identifying
risks and uncertainties is contained in the Company’s filings with
Canadian securities regulators, and available at www.sedar.com.
Management provides forward-looking statements because it believes
they provide useful information to investors when considering their
investment objectives and cautions investors not to place undue
reliance on forward-looking information. Consequently, all of the
forward-looking statements made in this press release are qualified
by these cautionary statements and other cautionary statements or
factors contained herein, and there can be no assurance that the
actual results or developments will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, the Company. These forward-looking
statements are made as of the date of this press release and the
Company assumes no obligation to update or revise them to reflect
subsequent information, events or circumstances or otherwise,
except as required by law.