Vancouver, British Columbia — September 17, 2018 — /D.M.O. Newswire/ — Auxly Cannabis Group Inc. (TSXV:XLY) (OTC: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.”
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.
For more information about investing in Auxly Cannabis Group Inc., please visit: http://www.auxly.com or contact our Investor Relations Team:
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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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