Calyx Bio-Ventures Inc.

Calyx Bio-Ventures Inc.

December 10, 2014 08:00 ET

Calyx Completes Acquisition of Cannigistics Agri-Solutions Corp.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 10, 2014) - Calyx Bio-Ventures Inc. (TSX VENTURE:CYX) ("Calyx" and "the Company") is pleased to announce that, further to its news release of September 24, 2014, it has completed the acquisition of Cannigistics Agri-Solutions Corp. ("Cannigistics"), a company focused on bringing sophisticated, versatile, and flexible technology solutions to advanced indoor agriculture.

In accordance with the terms of the Share Purchase Agreements (the "Share Purchase Agreements") among Calyx, Cannigistics and the shareholders of Cannigistics (the "Cannigistics Shareholders"), Calyx has issued a total of 10,000,000 common shares to the Cannigistics Shareholders in exchange for all of the issued and outstanding shares of Cannigistics.

Pursuant to the terms of the Share Purchase Agreements, Calyx will issue an additional 3,000,000 common shares to the Cannigistics Shareholders upon the completion of certain performance milestones by Cannigistics on or before April 15, 2015 (the "Milestone Shares").

"We are excited to have joined Calyx, and look forward to benefitting from Calyx's bioscience and agriculture expertise as we advance the Cannigistics suite of software products," said Roger Forde, President and CEO of Cannigistics.

Don Konantz, President and CEO of Calyx commented that "Cannigistics has identified an attractive market for its software products, and Calyx looks forward to providing Cannigistics with the means to accelerate its development and advance its marketing plan going forward."

Further to the TSX Venture Exchange's bulletin of November 26, 2014 approving the Share Purchase Agreements, Calyx, Cannigistics and the Cannigistics Shareholders have executed an amending agreement to the Share Purchase Agreements dated December 4, 2014, pursuant to which the issuance of the Milestone Shares will no longer be subject to the completion of an equity financing by Calyx.

Both the Board of Directors and the TSX Venture Exchange have approved the completion of the acquisition of Cannigistics Agri-Solutions Corp. With respect to the Company's previously announced pursuit of business opportunities in the MMPR space, Calyx confirms that it has no plans to submit and application to Health Canada for its own MMPR license and the Board of Directors has not approved the Company applying for an MMPR license from Health Canada.

Beyond the now completed acquisition of Cannigistics Agri-Solutions Corp, Calyx currently has no other plans for prospective investment in the MMPR industry. In the event that either the Company or any other entity the Company may invest in, applies for, or acquires an MMPR license from Health Canada, there are stringent licensing requirements, which would be applicable including significant infrastructural requirements of attaining and maintaining a license such as an indoor growing facility with physical barriers, visual monitoring, recording devices, intrusion detection, air filtration systems, as well as other important controls around distribution and access. Any facility meeting the rigorous licensing requirements of Health Canada must be available for inspection by Health Canada before any license can be granted and no company can legally grow or sell medical marijuana without a license from Health Canada. A follow on venture or investment into an MMPR license will require prior approval from the Company's Board of Directors and the Exchange and could require shareholder approval.

The foregoing clarifying statements with respect to the Company's present and planned activities in the MMPR space are being issued as a result of a review by the British Columbia Securities Commission.

About Cannigistics

Cannigistics is a software development company that has created an enterprise software platform tailored to advanced indoor agriculture. The Cannigistics software platform is designed to enhance the efficiency and effectiveness of indoor agricultural operations, and positions Cannigistics to be the industry leader in agri-software solutions by providing businesses with advanced controls over all aspects of their operations.

About Calyx

Calyx's wholly-owned subsidiary, Cannigistics Agri-Solutions Corp, is a software development company that has created an enterprise software platform tailored to advanced indoor agriculture. In addition, Calyx owns a portfolio of proprietary intellectual property with applications in crop enhancement. Calyx also has an approximate shareholding of 25% in Agrisoma Biosciences Inc., a company which is commercializing carinata, a non-food energy feedstock crop, for biofuel production.


Don Konantz, Director, President and Chief Executive Officer

Forward-Looking Statements: This document contains certain forward-looking statements concerning Calyx, as well as other expectations, plans, goals, objectives, information or statements about future events, conditions, or performance that may constitute "forward-looking statements" or "forward-looking information" under applicable securities legislation. Such statements or information involve substantial known and unknown risks and uncertainties, certain of which are beyond Calyx's control. Such forward-looking statements or information are based on a number of assumptions, which may prove to be incorrect.

Although Calyx believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because Calyx can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by Calyx and described in the forward-looking statements or information.

The forward-looking statements or information contained in this news release are made as of the date hereof and Calyx undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise unless so required by applicable securities laws or the TSX Venture Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

Neither the TSX Venture 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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