2020-07-10 16:51 ET - News Release
Mr. Joel Shacker reports
CORE ONE LABS COMPLETES ACQUISITION OF INTEREST IN MEDICAL CLINICS
Core One Labs Inc. has completed the acquisition previously announced on June 5, 2020, of all of the outstanding share capital of Rejuva Alternative Medicine Research Centre Inc. and one-quarter of the non-voting participating share capital of Shahcor Health Services Inc.
Rejuva and Shahcor are privately held companies which operate walk-in medical clinics located in Vancouver and West Vancouver, British Columbia, and maintain a database of over 200,000 patients, combined. The Company intends to further develop its product offerings through research and development in these clinics, including the integration of intellectual property related to psychedelic treatments and novel drug therapies. The Company will aim to prove increased efficacy and bioavailability of existing and novel drugs, including psilocybin, with its proprietary delivery methods currently utilized by its CannaStrip technology. Bioavailability of cannabis constituents in the Company's CannaStrips infused strip allow for more efficient absorption of the active ingredients, which is an optimum delivery system for microdosing. Medical patients who want to receive alternative health treatments can use this less invasive way of treatment to help alleviate their symptoms and complications. Core One and Rejuva plan to advance psychedelic-derived treatments and establish a portfolio of intellectual property, through human clinical trials, to build a robust drug development platform in the psychedelic medicine space.
The Acquisition was completed pursuant to share exchange agreements, dated effective July 9, 2020, entered into with each of the shareholders of Rejuva and Shahcor. In consideration for all of the outstanding share capital of Rejuva, the Company has issued 23,000,000 common shares to the existing shareholders of Rejuva. In consideration for one-quarter of the non-voting participating share capital of Shahcor, the Company has made a one-time cash payment of $400,000 and has issued 5,555,556 common shares to the existing shareholders of Shahcor.
The existing shareholders of Shahcor will also be eligible to receive a one-time bonus payment of $1,000,000 (the "Bonus Payment") in the event Shahcor achieves monthly recurring revenue of at least $30,000 in the three months following completion of the Acquisition. At the election of the Company, the Bonus Payment will be payable in cash, or common shares of the Company, based upon the volume-weighted average closing price of the common shares of the Company on the Canadian Securities Exchange in the ten trading days prior to the issuance of the shares.
The Company is at arms-length from each of Rejuva, Shahcor, and their respective shareholders. The Acquisition does not constitute a fundamental change for the Company, nor has it resulted in a change of control of the Company, within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange. In connection with completion of the Acquisition, the Company has issued 2,300,000 common shares (the "Finders Fee Shares") to an arms-length third-party that assisted in introducing the Acquisition to the Company. The Company has also issued 571,111 common shares (the "Administrative Fee Shares") and paid $8,000 as an administrative fee to a consultant who assisted with completion of the Acquisition. The Finders Fee Shares are subject to a statutory hold period, expiring on November 11, 2020, in accordance with applicable securities laws.
About Core One Labs Inc.
Core One Labs is a technology company that licenses its technology to a state-of-the-art production and packaging facility located in Southern California. The Company's technology produces infused strips (like breath strips) that are not only a safer, healthier option to other forms of delivery but also superior bioavailability of cannabis constituents. Some strips will also include supplemental co-active ingredients such as nutraceuticals, vitamins and peptides. The technology provides a new way to accurately meter the dosage and assure the purity of selected product.
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