VANCOUVER, BC, — (April 13, 2022) – Isracann Biosciences Inc. (CSE: IPOT) (XFRA: A2PT0E) (OTC: ISCNF) (the “Company”) is pleased to announce that, further to the Company’s news releases dated February 23, 2022 and March 28, 2022, it has closed its acquisition of Praesidio Health Inc. (“Praesidio”). Pursuant to the definitive agreement dated March 24, 2022 with Praesidio and the shareholders of Praesidio (the “Praesidio Shareholders”), the Company acquired all of the issued and outstanding shares in the capital of Praesidio (the “Praesidio Shares”) for aggregate consideration of C$4,000,000 in common shares (the “Consideration Shares”) in the capital of the Company (the “Transaction”). Praesidio will operate as a wholly-owned subsidiary of the Company.
Praesidio (https://www.praesidiohealth.com/) is an industry-leading, Canadian medical research company that develops and validates natural health products (“NHPs”) using an evidence-based process. Pioneering NHPs and therapeutics, Praesidio is actively developing several NHP candidates for utility in a range of conditions, including post-viral exposure prophylaxis, urological, anxiety/stress, immune boosting, and sleep aids. Praesidio employs formulation combinations with and without cannabinoids and/or psilocybin, which provides the opportunity for product development in conjunction with future operations in Israel, including direct access to European markets.
The Consideration Shares will be issued to the Praesidio Shareholders in seven tranches, with 12,210,008 Consideration Shares (the “First Instalment Shares”), having an aggregate deemed value of C$1,000,000, issued at closing of the Transaction (“Closing”) and Consideration Shares having an aggregate deemed value of C$500,000 being issued every six months thereafter until the third anniversary of the date of Closing. The price of the Consideration Shares will be equal to the volume weighted average of actual trading prices (measured in hundredths of cents) of the common shares in the capital of the Company on the Canadian Securities Exchange (the “CSE”) for the ten consecutive business days ending on the day that is two business days prior to the applicable date of issuance. The First Instalment Shares were issued at a deemed price of C$0.0819 per First Instalment Share. All Consideration Shares are subject to a contractual escrow period, with release dates ranging from 12 to 48 months following Closing.
The Company is also pleased to announce the appointments of Dr. George Vrabec and Bob Mehr to the positions of Director of Natural Health Products and Vice President of Natural Health Product Development, respectively, in connection with the Transaction. The appointments will take effect as of April 15, 2022.
Dr. George Vrabec, MD FRCSC (Urol.) is a Urologist and Surgeon with over 20 years of medical experience, as well as the Principal Investigator of Exdeo Clinical Research. Dr. Vrabec has conducted more than 30 clinical trials in a wide array of Urological diseases and has published studies in various journals, including the New England Journal of Medicine. Dr. Vrabec serves on multiple boards, including Fraser Valley Health Care Foundation.
Bob Mehr is the President and Chief Executive Officer of Pure Integrative Pharmacies, which operates 17 integrative pharmacies in British Columbia. Mr. Mehr has nearly 30 years of experience in the pharmacy services industry and has developed a number of formulations and supplements licensed by Health Canada. Mr. Mehr is a member of several professional associations, including the British Columbia College of Pharmacists and the British Columbia Pharmacy Association.
“We initially founded Praesidio with the goal of integrating NHPs into current medical practice. Our vision was to validate these treatments alongside conventional medical treatments, thereby empowering health providers and their patients in accessing such treatments. Today, we are very pleased to be partnering with the Isracann team, as we believe this will positively impact the development of our NHPs and the execution of our clinical strategy of ushering them into new medical standards of care,” states Dr. Vrabec.
Isracann CEO Phil Floucault notes, “We are very excited to have executed the first step in our natural health product strategic plan. It’s fantastic to actively build momentum towards revenue generation across North America and abroad. We are excited by the novel formulations, and we welcome aboard the entire Praesidio team who have brought some fantastic products, enthusiasm, and aggressive outlook to our venture. We look forward to working together to build a solid business opportunity and tangible shareholder value in the weeks and months ahead.”
The securities of the Company referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Isracann Biosciences Inc.
Isracann is an Israeli-based cannabis company focused on becoming a premier cannabis producer offering low-cost production targeting undersupplied, major European marketplaces. Based in Israel’s agricultural sector, Isracann will leverage its development within the most experienced country in the world with respect to cannabis research. The Company has secured agreements within Israel for medicinal marijuana cultivation. For more information visit: www.isracann.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Chief Executive Officer and President
The CSE does not accept responsibility for the adequacy or accuracy of this release.
This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements may include, without limitation, statements relating to the Transaction, the Consideration Shares, future product development and the appointments of Dr. George Vrabec and Bob Mehr. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. All forward-looking statements in this press release are made as of the date of this press release. The forward-looking statements contained herein are also subject generally to assumptions and risks and uncertainties that are described from time to time in the Company’s documents filed from time to time with the CSE, the British Columbia Securities Commission, the Alberta Securities Commission, and the Ontario Securities Commission. Although Isracann believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Isracann expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.