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Closes Acquisition of Infusion Biosciences Canada and SSM


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Sproutly Canada, Inc. (SPR.C) announced that it has completed the acquisition of all of the issued and outstanding shares of Infusion Biosciences Canada Inc. and SSM Partners Inc.

“We are extremely excited to finalize this Acquisition, enabling Sproutly to commercialize the APP Technology in major regulated markets around the world with innovative cannabis products that target the $50+ billion bottled water and functional beverage market with naturally water soluble molecules from cannabis and hemp”, commented Keith Dolo, Chief Executive Officer of Sproutly. Mr. Dolo added, “APP Technology is a low-cost, gentle method to produce Infuz20, a ground-breaking discovery that delivers the total effects of the strain of cannabis from which it is made; on-set effects start within approximately 5 minutes and dissipate within approximately 90 minutes.”

“Combining with Sproutly allows Infusion Biosciences to produce and sell innovative consumer products in several countries where cannabis use is legal. Together, we are positioned to leverage our APP Technology to become a leader in the beverage industry and broaden the consumer base with products that will deliver controlled doses that meet expectations for cannabis experiences”, said Dr. Arup Sen, Chief Executive Officer of Infusion Biosciences Inc. (“Infusion Biosciences”). “As a natural water solution, Infuz2O is the best means to deliver the medicinal benefits of cannabis to patients suffering from symptoms associated with major chronic diseases like cancer and pain”, added Dr. Sen.

Acquisition Highlights

The Acquisition brings together a strategically located premium cultivation facility and a key technologic innovation in the cannabis industry. Some key Acquisition highlights are:

  • Significant Discovery and Recovery of Naturally Water Soluble Cannabinoids – Infusion Biosciences has discovered and produced naturally water soluble bioactive molecules that deliver the full experience of cannabis paralleling the onset and offset profiles of smoking but, avoids the undesirable features that have kept a vast majority of consumers away.
  • Broadens Sproutly’s Management Team – The addition of Dr. Sen and Mr. Marcellino to Sproutly’s executive management team provides decades of experience in biopharmaceutical research, development, and technology commercialization. Dr. Arup Sen will also be joining the Board of Directors.
  • Positions Sproutly to Become a Leader in Beverages, Edibles and Tinctures –Sproutly is now positioned to fulfill its mission as a vertically integrated cannabis consumer products company focused on redefining the cannabis industry with a clear focus on beverage and additional consumer products by solving the technologic limitations associated with blending oils extracted by traditional means into water.
  • Exclusive License for Key Regulated Recreational and Medicinal Jurisdictions –Sproutly gains the exclusive rights for APP Technology in Canada, the European Union, Australia, Israel, and Jamaica.
  • Low Cost, Scalable, Gentle Process to Produce Bioactive Molecules as an Alternative to Current Oil Extraction Methods – APP Technology is a patent-pending process that uses proprietary combinations of common dietary ingredients to gently recover naturally water-soluble cannabinoids and also the free cannabis oils in natural oils. APP Technology recovers between 85% - 90% of the total bioactive cannabinoids in the plant, distributed between Infuz20 and Bio-Natural Oil.

Pursuant to the share purchase agreement dated July 31, 2018 (the “Infusion SPA”) among Sproutly, Infusion Biosciences Canada, and Infusion Biosciences and the share purchase agreement dated July 31, 2018 (the “SSM SPA”) among Sproutly, SSM Partners, and BNO Holdings Inc. (“BNO”), each of Infusion Biosciences and BNO have received, or are entitled to receive, the following consideration:

a) Infusion Biosciences:

i. 36,857,676 common shares of Sproutly (“Sproutly Shares”);

ii. C$4,525,000 cash payment, due within 12 months from closing of the Acquisition and subject to adjustments as set forth in the Infusion SPA; and

iii. an earn-out of up to an additional 14,743,070 Sproutly Shares upon Sproutly achieving certain milestones as set forth in the Infusion SPA;

b) BNO:

i. CAD$4,975,000 cash payment due within 12 months from closing of the Acquisition or convertible into common shares, subject to adjustments and SSM achieving certain milestones as set forth in the SSM SPA; and

ii. an earn-out of up to 22,114,605 Sproutly Shares upon Sproutly achieving certain milestones as set forth in the SSM SPA.

Overview of Infusion Biosciences Canada and SSM

Infusion Bioscience Canada, through its licensing agreement with Infusion Biosciences, owns the exclusive rights to utilize APP Technology for recreational and medicinal cannabis markets in Canada, Australia, Israel, Jamaica, Germany, and the European Union.

Infusion Biosciences is a biotechnology company focused on the discovery and commercialization of proprietary technologies that provide innovative means to deliver the experience and benefits of cannabis and hemp. Scientists at Infusion Biosciences have discovered the presence of, and developed methods to directly recover (APP Technology), water soluble forms of lipids (oils), including cannabinoids and terpenes, which naturally exist in cannabis plants. Infusion Bioscience Canada is a wholly owned subsidiary of Infusion Bioscience.

APP Technology comprises a patent pending process that uses proprietary reagents to produce two unique ready-to-consume ingredients with the full spectrum features of bioactive molecules from cannabis and hemp plants:

  • Infuz2O – Bioactive molecules in their naturally water soluble state recovered in water; and
  • BioNatural Oil – Natural oils from cannabis plants infused into natural carrier oils for edible products and transdermal delivery.

SSM is a management consulting company engaged in research, product formulation, and commercialization of technologies for the cannabis industry. SSM has been tasked by Infusion Biosciences Canada with certain research and management activities related to the APP Technology.