Mettrum Health Corp.

Mettrum Health Corp.

February 04, 2015 08:00 ET

Mettrum Signs Term Sheet With Hempola to Enter the Hemp Cannabis-Based Functional Foods Market

TORONTO, ONTARIO--(Marketwired - Feb. 4, 2015) - Mettrum Health Corp. ("Mettrum" or the "Company") (TSX VENTURE:MT)(TSX VENTURE:MT.WT), a vertically integrated agri-pharmaceutical company focused on research, development, production and distribution of medical cannabis products, is pleased to announce that it has entered into a term sheet to purchase Oilseed Works Inc. (which operates under the Hempola brand, "Hempola"), providing for the Company's strategic entry into the hemp cannabis-based functional foods market.

Subject to due diligence, final terms and conditions will be established pursuant to which the Company will acquire all of the outstanding shares of Hempola (the "Acquisition"), a Health Canada licensed producer and processor of cannabis-based products under the Industrial Hemp Regulations (Canada) issued pursuant to the Controlled Drugs and Substances Act (Canada), located in Barrie, Ontario. Under the terms of the agreement, Mettrum will purchase Hempola for $250,000 and 15% of Hempola's EBITDA annually, net of agreed upon expenses over the next 5 years.

As a pioneer in the industry, with a 20-year track record, Hempola is a vertically integrated producer and distributor of edible hemp products and hemp derivatives with long standing supply agreements in place with hemp growers and processors.
Hemp seed consists of approximately 33 percent protein, and a high concentration and favourable ratio of essential fatty acids - Omega 3, 6, 9 and GLA. Hemp boasts a high level of naturally occurring antioxidants and contains non-psychoactive cannabinoids such as cannabidiol (CBD) and cannabinol (CBN). Hemp also contains no known allergens and in most conditions can be grown without using pesticides.

Greg Herriott, co-founder of Hempola, has been a proponent of alternative sources for oils and grains since the early 1990s. Through the introduction and use of technology developed by Hempola in 1998, today Hempola products include hemp, flax, sunflower, and other specialty oils in addition to an innovative Omegola™ 369 blend. Hempola also produces a variety of powders and flours, including hemp, flax, sunflower, and a unique Omegola™ 369 blend. All Hempola oils, powders and flours are also Kosher certified.

"The proposed addition of Hempola to our product lines will further solidify our position in the natural health products markets," said Michael Haines, Chief Executive Officer of Mettrum. "We are very excited to have the opportunity to expand our operations and product offering into a complementary area of our existing business and look forward to completing the transaction and working together with our new colleagues at Hempola in further product development and growth."

Mr. Herriott, is also a co-founder of Mettrum Ltd., a wholly-owned subsidiary of the Company, and is currently the Chief Product Officer of Mettrum Ltd. Accordingly, the proposed transaction will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). Mettrum, as an issuer listed on the TSX Venture Exchange (the "TSXV"), will be exempt from the formal valuation requirement of MI 61-101. In addition, Mettrum anticipates relying on an exemption to the minority shareholder approval requirements of MI 61-101 as neither the fair market value of, nor the consideration to be received is expected to exceed 25% of the Company's market capitalization.

Completion of the Acquisition is subject to negotiation and execution of definitive transaction documents (including accuracy of representations and warranties, compliance of covenants and satisfaction of customary conditions) as well as receipt of all requisite approvals and consents, including approval by the board of directors of the Company.

About Mettrum Health Corp.

Mettrum Health Corp. is Tier 1 Industry Issuer listed on TSX Venture Exchange. Mettrum Ltd., a wholly owned subsidiary of the Company, is a Toronto-based company and a licensed producer of medical cannabis under the Marihuana for Medical Purposes Regulations (Canada) issued pursuant to the Controlled Drugs and Substances Act (Canada) (the "MMPR"), which came into effect on October 1, 2013. Mettrum received its first license from Health Canada under the MMPR on November 1, 2013 and began production of medical cannabis at its first production facility in Bowmanville, Ontario. Mettrum received its second license from Health Canada under the MMPR on December 11, 2014 for its other wholly-owned subsidiary, Agripharm Corp., at Agripharm's facility in Clearview, Ontario. With the Company's two licenses, Mettrum is a leading producer and vendor of medical cannibis under the MMPR system.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of operations. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company and Mettrum disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this Press release.

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