TORONTO, ONTARIO--(Marketwired - April 11, 2017) -
THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISSEMINATION IN THE UNITED STATES, FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW
Cura-Can Health Corp. ("Cura-Can" or the "Company"), a private, federally incorporated company, is pleased to announce that it has entered into an agreement with a related party (the "Related Party") resulting in Cura-Can securing the right to acquire certain contractual and intellectual property assets (the "TCN Assets") of The Clinic Network Inc. ("TCN"), a private Ontario corporation (the "Acquisition").
Pursuant to the terms of a settlement and acquisition arrangement between TCN and the Related Party (the "Settlement Arrangement"), upon payment of $1.5 million (the "Escrow Amount") to an escrow agent, the Related Party will acquire the TCN Assets. The Related Party has sold its rights and assigned its obligations under the Settlement Arrangement to Cura-Can in exchange for the issuance of 4 million common shares in the capital of the Company ("Common Shares"). There are no conditions to completion of the Acquisition on the part of Cura-Can, but for payment by the Company of the Escrow Amount.
In addition, Cura-Can wishes to announce that is has also purchased certain contractual assets of a private Ontario corporation, operating as Healthnet Enterprises, which will support and supplement Cura-Can's business, in exchange for the issuance of 2 million Common Shares (the "Healthnet Acquisition"). In conjunction with the Acquisition and the Healthnet Acquisition, Cura-Can will raise a minimum of $4 million up to a maximum of $6 million from accredited investors in Canada by way of a private placement (the "Private Placement").
Following the Healthnet Acquisition and upon closing of the Acquisition, Cura-Can expects to carry on the business of cannabis and hemp based product development and offer associated clinical services in Canada. Cura-Can intends to complete additional acquisitions of businesses which it believes will be complementary to its future operations in the near term.
Assuming the Private Placement is completed, Cura-Can expects to complete the Acquisition on or about May 31, 2017.
Cura-Can President and Chief Executive Officer, Michael Steele, is pleased with the transactions which will form the basis for additional clinic related transactions to further build out the Cura-Can distribution of medical and consumer based CDB and marijuana related products throughout Canada in the future, subject to regulatory and other legal requirements.
This press release is not an offer of securities of the Company for sale in the United States. The Common Shares of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and the Common Shares may not be offered or sold in the United States except pursuant to an applicable exemption from such registration. No public offering of securities is being made in the United States.
The Company continues to be in the early stages of evaluating potential opportunities only, and has not entered into any preliminary or definitive form of agreement that would result in the Company entering into the hemp/cannabinoid industry as a licensed producer, nor can there be any assurance that such an agreement will be reached in the future. The Company clarifies and confirms that it is not a licensed producer and has no present intention of filing an application with Health Canada to become a licensed producer under the Access to Cannabis for Medical Purposes Regulations ("ACMPR"). Any transaction resulting in the Company's entry in the hemp/cannabinoid industry will require various approvals, including that of the Company's board of directors, shareholders and any relevant stock exchange, and none of these approvals have been sought at present. The licensing requirements of Health Canada under the ACMPR are stringent and must be complied with before any license is granted by Health Canada under the ACMPR pursuant to which the Company could produce and sell products permitted by the ACMPR, which requirements include the construction of facilities meeting specified ACMPR criteria and the Company successfully passing a site inspection by Health Canada of such facilities. These requirements can be found on Health Canada's website at http://www.hc-sc.gc.ca/dhp-mps/marihuana/index-eng.php.