Isracann Biosciences Signs Definitive Agreement to Acquire Natural Health Medicine Developer

Rhea-AI Summary

Isracann Biosciences has announced a definitive agreement to acquire Praesidio Health for C$4,000,000 in common shares. The transaction includes the issuance of the Consideration Shares in seven tranches, starting with C$1,000,000 at closing. Praesidio will operate as a wholly-owned subsidiary, developing natural health medicine (NHM) products. The closing is subject to regulatory approvals and is expected around April 4, 2022. This acquisition aims to enhance Isracann's product development capabilities and expand its market reach into Europe.

Positive

• Acquisition of Praesidio Health for C$4,000,000 enhances Isracann's product portfolio.
• Potential access to European markets through Praesidio's operations.
• Praesidio specializes in developing natural health medicines, which could attract new customers.

Negative

• Transaction dependent on regulatory approvals, introducing uncertainty.
• Consideration Shares issuance may dilute existing shareholders over time.

VANCOUVER, British Columbia, March 28, 2022 (GLOBE NEWSWIRE) -- Isracann Biosciences Inc. (CSE: IPOT) (XFRA: A2PT0E) (OTC: ISCNF) (the “Company”) is pleased to announce that, further to the Company’s news release dated February 23, 2022, it has entered into a definitive agreement (the “Agreement”) dated March 24, 2022 with Praesidio Health Inc. (“Praesidio”). Pursuant to the Agreement, the Company will acquire 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”) of the Company (the “Transaction”). Upon closing of the Transaction (“Closing”), Praesidio will operate as a wholly-owned subsidiary of the Company.

Praesidio Health (https://www.praesidiohealth.com/) is an industry-leading, Canadian medical research company that develops and validates natural health medicine (“NHM”) using an evidence-based process. Pioneering NHMs and therapeutics, Praesidio Health is actively developing several product candidates for utility in a range of conditions, including post-viral exposure prophylaxis, urological, anxiety/stress, immune booster, and sleep aids. The company employs formulation combinations with and without cannabinoids and/or psilocybin, which opens the opportunity for product development in conjunction with future operations in Israel including direct access to European markets.

The Consideration Shares will be issued in seven tranches, with C$1,000,000 of the Consideration Shares being issued at Closing and C$500,000 of the Consideration Shares 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 prior to the applicable date of issuance. The Consideration Shares will be subject to a 48-month contractual escrow period, which will begin on date of Closing.

The Transaction remains subject to certain closing conditions, including, without limitation, the receipt of all necessary corporate and regulatory approvals and other customary closing conditions. There can be no assurance that the Transaction will be completed as proposed or at all. Closing of the Transaction is expected to occur on or about April 4^th, 2022.

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

“Phil Floucault”

Phil Floucault
Chief Executive Officer and President

The CSE does not accept responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

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 and the Consideration Shares. 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.

Contact
Empire Communications Group
+1 (604) 343-2724
info@isracann.com
www.isracann.com

FAQ

What is the transaction value for the acquisition of Praesidio Health by Isracann?

The acquisition is valued at C$4,000,000.

When is Isracann expected to complete the acquisition of Praesidio Health?

The transaction is expected to close around April 4, 2022.

What type of products does Praesidio Health develop?

Praesidio Health develops natural health medicines (NHM) for various conditions.

How will the acquisition impact Isracann's market presence?

The acquisition could enhance Isracann's product offerings and expand its access to European markets.

What are the terms for the issuance of Consideration Shares in the Praesidio acquisition?

Consideration Shares will be issued in seven tranches, starting with C$1,000,000 at closing and subsequent C$500,000 every six months.