Arrowhead Gold Corp.
CNSX : AWH

Arrowhead Gold Corp.

March 12, 2015 08:45 ET

Arrowhead Gold to Acquire Bio Therapeutic Molecules Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 12, 2015) - Arrowhead Gold Corp. (the "Company") (CSE:AWH) is pleased to announce that it has signed a Letter of Intent (LOI) to acquire 100% of the outstanding shares of Bio Therapeutic Molecules Inc. ("BTMI"), a private company, with its headquarters in Guelph, Ontario.

Pursuant to the LOI, Arrowhead will acquire all shares of BTMI from the BTMI shareholders in exchange for 41.5 million common shares of Arrowhead, providing both AWH and BTMI are satisfied with due diligence to be conducted over a 60 day due diligence period.

AWH will be required to complete a financing and to have a minimum $2.0 million on deposit after closing. Management of AWH are required to enter into a voting support agreement pursuant to which they will vote their shares of AWH in support of the transactions set out in the LOI.

BTMI will nominate candidates for election to AWH's Board of Directors.

AWH will obtain all applicable regulatory and shareholder approvals.

Following the closing of the acquisition of BTMI:

  1. Funds will be utilized to implement the Corporation's business plan; and,
  2. All steps necessary will be taken to change the name of Arrowhead Gold Corp. to Bio Therapeutic Molecules Inc.

Bio Therapeutic Molecules Inc.

BTMI will focus on the identification, investigation and development of plant-derived therapeutics in the natural health and pharmaceutical space for the treatment of chronic ailments and unmet medical needs. Plant lines will be established as pharma-grade Active Pharmaceutical Ingredients (APIs) and derived pharmaceutical products will be identified through discovery and partnership pursuits. One of the key pillars for success will be the establishment of a facility for the production of pharma-grade APIs that meet all regulatory, quality and safety expectations for their intended use.

BTMI will use cannabis as the model system to establish requirements to grow medicinal APIs that meet regulatory, quality and safety expectations of the pharmaceutical industry. To support this strategy BTMI has submitted an application to Health Canada to become a Licensed Producer of Medical Marihuana. Also, BTMI is pursuing the development of facilities and approvals for temporary space to begin research and development activities immediately. Direct sale of dried marihuana against current regulation will support near term growth, and discovery activities with respect to phyto/bio-active molecules will be pursued to establish a pipeline of potential products for longer term growth.

BTMI is located in the Ontario Technology Triangle. Its proximity to the University of Guelph, generally considered as Canada's leading Plant Biology/Biotechnology university, to McMaster University, whose Faculty of Health Sciences is a leader in biomedical and health care research, to Waterloo University, whose School of Pharmacy recently introduced a Doctor of Pharmacy (PharmD) degree, and to Niagara College, which plays a preeminent role in training personnel for the Horticultural Industry, positions the Company to attract additional highly qualified, experienced and entry-level employees.

BTMI has a multi-disciplinary scientific team of principals and advisors who are experts in horticultural science, including metabolism, biochemistry, physiology, breeding and production, as well as the pharmaceutical industry, including discovery, development, manufacturing and marketing of drugs.

Board of Directors and Management

(Additional key members of the BTMI team will be disclosed following completion of the transaction).

Dr. Gene Shelp - Chief Executive Officer, Chairman of Board and Director, Co-founder.
President & CEO, Director and Co-founder of ENPAR Technologies Inc.
PhD Environmental Geochemistry, University of Guelph
Dr. Barry Shelp - Vice President Research and Development, Director, Co-founder.
Full Professor, Department of Plant Agriculture, University of Guelph
PhD Plant Physiology and Biochemistry, Queen's University
Mr. John Suk - Director
35+ Years in Canadian Pharmaceutical Industry
President & CEO of Altana Pharma from 1997- 2011
Hons BSc Biological Sciences, Brock University
Mr. Louis Schenck - Director
Owner and operator of Schenck Farms and Greenhouses (St. Catharines, Ontario)
MBA Schulich School of Business, York University
BA Economics, University of Western Ontario
Dr. Adel Zarei - Master Grower
Post-doctoral Fellow and Research Associate, Department of Plant Agriculture, University of Guelph
PhD in Plant Phytopathology, Leiden University, The Netherlands
Mr. Kurt Almquist - Medical Science Liaison
Medical Scientific Liaison, MediResource Company, Toronto
Hons BSc Life Sciences, Queen's University

Scientific Advisory Team

(Consists of key participants in pharmaceutical, plant science and industry sectors)

Dr. Susan P. C. Cole - Pharmacology and Cancer Therapeutics
Full Professor, Department of Pathology & Molecular Medicine, Queen's University
Dr. David J. Wolyn - Plant Breeding
Full Professor, Department of Plant Agriculture, University of Guelph
Mr. William N. MacDonald - Indoor Plant Production
Professor of Horticulture, Niagara College in Niagara-on-the-Lake
Dr. Luc C Duchesne - Industrial Research and Commercialization
President & CEO, GSN Dreamworks Inc.

On Behalf of the Board of Arrowhead Gold Corp.,

Steve Smith, President

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release may contain forward-looking statements based on assumptions and judgments of management regarding future events or results. Such statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements. There is no assurance the private placement referred to above will close on the terms as stated, or at all. The Company disclaims any intention or obligation to revise or update such statements.

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