Maricann Group Inc. (CSE:MARI)(CSE:MARI.CN)(CNSX:MARI) ("Maricann" or the "Company") announced today that it has entered into an agreement ("Acquisition Agreement") to acquire 100% of the issued and outstanding shares of NanoLeaf Technologies Inc. ("NanoLeaf"), a biotech company possessing licensing rights to a number of globally patented technologies that provide proven pharmaceutical, nutraceutical, cosmetic and functional beverage drug delivery formulations. The transaction is expected to be completed by the end of September 2017.
NanoLeaf, through its licensing agreement with Vesifact, has developed and marketed the first cannabinoid standardized dose soft gel capsule in a nano-dispersed drug called Vesisorb. The challenge the cannabis industry has faced is finding a predictable delivery mechanism of cannabinoids in an oral dosing format. Cannabinoids are a fat-soluble compound that have low solubility, leading to low dissolution rates and significant first-pass liver metabolism resulting in low and unpredictable oral cannabinoid bioavailability. This poor solubility not only gives low oral bio-availability but also leads to high inter- and intra-subject variability and lack of dose proportionality.
Strategic Rationale
- Patented, Proven Technology used by Large Global Companies - the portfolio of patents and proven technology has been developed and commercialized globally, and is licensed by world leading pharmaceutical and cosmetic companies to be used in nutraceutical products and topicals
- Exclusive License for Significant Jurisdictions - Maricann, through the acquisition of NanoLeaf, will obtain the exclusive rights for Canada, Europe, South America (excluding Uruguay), Israel and Australia. Maricann will also obtain certain non-exclusive rights for the rest of the world (excluding the United States), and certain states within the United States
- Strengthens Pipeline of Differentiated Products - the company anticipates that the technology will not only strengthen its position in the oils and capsules market, but also areas such as cannabinoid based functional beverages and topicals, given the consistent, fast onset, high bio-availability product
Pursuant to the Acquisition Agreement, NanoLeaf shareholders will receive C$38.5 million in consideration for their NanoLeaf shares, to be satisfied by delivery of approximately 18.3 million common shares of Maricann (the "Closing Shares") at a deemed value of $2.10 per share (subject to adjustment as described below). Maricann will also loan NanoLeaf C$1.6 million in cash to settle existing liabilities of NanoLeaf in advance of completing the acquisition, resulting in deemed total transaction consideration of C$40.1 million.
The number of shares issued to NanoLeaf shareholders is subject to adjustment in certain circumstances following closing, including if, on the date that is 179 days post-closing (the "Adjustment Calculation Date"), the volume weight average price of Maricann common shares for the preceeding 20-day period (the "Adjustment VWAP") is less than $2.10, the Company will issue incremental shares to NanoLeaf ("Adjustment Shares") in accordance with the following formula:
(C$38.5 million / Adjustment VWAP)) - Number of Closing Shares issued).
The Adjustment VWAP is subject to a minimum of $1.40 per Maricann share resulting in a maximum number of Adjustment Shares of approximately 9.2 million. The Adjustment Calculation Date will be accelerated should Maricann announce a change of control before the Adjustment Calculation Date. For more information on the terms of the acquisition, please refer to the Share Purchase Agreement between Maricann and the NanoLeaf shareholders date August 21, 2017, which will be filed under Maricann's profile on www.sedar.com.
Vesisorb, a patented cannabinoid drug delivery technology developed at the Zurich Institute of Technology and formulated and manufactured under Good Manufacturing Practices and Food and Drug Administration standards in Baar Switzerland, is a proven nano-dispersion technology used in the pharmaceutical, nutraceutical and cosmetic industries, that will improve the water solubility and ultimately, bioavailability of lipophilic drugs (cannabinoids). The technology does not change the molecular structure of cannabinoids.
Vesisorb has shown very strong properties from thermodynamic stability (long shelf life), easy formation (zero interfacial tension and almost spontaneous formation), optical isotropy, high surface area (high solubilization capacity), very small droplet size, standardized dosages, high concentration of bioactive cannabinoids, increased absorption and bioavailability. The small droplets also provide better adherence to membranes and transport drug molecules in a controlled fashion. The key for health care professionals and the pharmaceutical industry is to provide a more efficacious cannabinoid therapy through predictable meter dosing with no delayed onsets and fast absorption.
In connection with the agreement to acquire NanoLeaf, Dr. James Hyssen will be appointed as Chief Operating Officer of Maricann Group Inc. upon signing. Dr. Hyssen possesses an accomplished background as the co-founder of Douglas Laboratories Canada, a globally recognized manufacturer of specialized nutraceuticals. Dr. Hyssen will lead the company's operations as it expands its product offering globally through multiple recognized distribution channels. Terry Fretz, current COO will move to President of the company, focusing effort on development of the company's initiatives in the Pharmaceutical sector, and expansion of the company's global footprint.
"The acquisition of NanoLeaf Technologies Inc. will significantly enhance Maricann's growth trajectory by expanding our product portfolio, delivering access to new markets, and strengthening our pipeline of future products, making us leaders in the drug delivery of cannabinoids" said Ben Ward, CEO of Maricann. "Health Care Professionals are
comfortable with traditional drug delivery systems, and patients understand how to use them."
Eight Capital is acting as financial advisor and Blake, Cassels & Graydon LLP is acting as legal counsel to Maricann. Cassels, Brock & Blackwell LLP is acting as legal counsel to NanoLeaf and its shareholders.
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