THC BioMed Intl Ltd.
CNSX : THC
OTC PINK : THCBF
FRANKFURT : TFHC

July 16, 2015 08:00 ET

THC BioMed Executes Definitive Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 16, 2015) - THC BioMed Intl Ltd. ("THC") (CSE:THC)(OTC PINK:THCBF)(FRANKFURT:TFHC) is pleased to announce it has Executed a Definitive agreement, as per the terms of the Binding Letter Agreement announced May 15th 2015, (the "Agreement") with Trans-Medica Ltd. ("Trans-Medica"), to provide consulting services and utilize Trans-Medica's proprietary Vertical Grow System for total consideration to THC of $700,000.

Pursuant to the Agreement, THC will immediately supply consulting services to Trans-Medica to assist Trans-Medica in obtaining its own Producer's License under Canada's Marijuana for Medical Purposes Regulations (the "MMPR").

If THC acquires an MMPR Producer's License, it will allocate a minimum of 25% of its growing facility to grow medical marijuana using the Vertical Grow Technology ("Vertical Marijuana"), sell and brand the Vertical Marijuana (the "Brand") and supply it to Trans-Medica's estimated 3,000 patients for a 3-year term with an option to extend for an additional 2 years by making a onetime $200,000 payment.

Trans-Medica will pay to THC a total of $500,000 (the "Consideration") for the THC's services under the Agreement, in three payments as follows:

  • $250,000 paid
  • $250,000:
  1. if and when THC is legally able to take delivery of seedlings from Trans-Medica in order to commence growing the Vertical Marijuana; or
  1. alternatively, at any time prior to THC receiving a Producer's License by way of private placement sales of shares in the capital of THC to Trans-Medica at a price per share equal to the higher of (a) $0.25 per common share or (b) the discount market price of THC's common shares on the trading day that is two trading days prior to the date of issuance of such shares.

Also, pursuant to the Agreement, THC will allocate the Consideration as follows:

  • $50,000 for marketing and packing of the Brand;
  • $250,000 as advance payment for consulting services to be provided by THC to Trans-Medica; and
  • $200,000 for the option to purchase the Brand, which option (i) may be exercised by Trans-Medica by paying the Company an additional $50,000, (ii) shall be valid for a period of three years, and (iii) shall only be exercised when Trans-Medica has received its Producer's License.
  • $200,000 to extend the agreement for an additional two years.

John Miller, President of THC BioMed Intl Ltd. states, "We are very optimistic, as we begin to integrate the different verticals of this rapidly growing industry. We look forward to working with Trans-Medica and we are excited at the opportunity to work with their proprietary Vertical Grow System. Through the execution of well-designed experiments, THC's scientific team will conduct validation processes in ensuring a standardized and effective product. With our vision of becoming fully licensed under the MMPR, we look forward to registering and supplying Trans-Medica's estimated 3000 patients."

Trans-Medica is a private Ontario based company with extensive lateral relationships in all aspects of the burgeoning medical marijuana space, from growth and growing systems to clinicians and prescription.

THC's vision is to be on the leading edge of scientific research and development of products and services related to the medical cannabis industry while creating a standard of excellence. As the industry develops, it will become more important to focus on scientific research and development of products and services related to medical cannabis. Management believes THC is well-positioned to be in the forefront of this rapidly growing industry.

Please visit our website for a more detailed description of our business and services available. www.thcbiomed.com

President and CEO:
John Miller
THC Biomed Intl Ltd.

Forward-Looking Information:

This press release contains certain "forward-looking information" within the meaning of applicable securities law. The forward looking statements include that (i) THC will assist Trans-Medica in obtaining its own MMPR Producer's License, (ii) THC will supply the services and option to Trans-Medica as described above, (iii) Trans-Medica will pay a total of $700,000 to THC and (iv) THC will allocate the consideration as described above. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. These statements are based on expectations and assumptions made by the management of THC at the date the information is provided, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing THC and its business and affairs, readers should refer to THC's Listing Statement, Financial Statements and its Management's Discussion and Analysis on www.sedar.com.

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