Khiron Life Sciences Announces Update to the Proposed Sale of Its European Business

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Khiron Life Sciences Corp. (TSXV: KHRN) (OTC Pink: KHRNF) announced an amended and restated share purchase agreement with 2518542 Alberta Ltd., a company controlled by Avonlea Drewry Holdings Inc., for the purchase and sale of the Company's European subsidiaries. The Purchaser will acquire the European subsidiaries for an aggregate base purchase price of $3,000,000, subject to certain closing and post-closing adjustments. The option to acquire the Company's Colombian subsidiary, Zerenia S.A.S., was removed to satisfy a condition for the approval of the Transaction by the TSX Venture Exchange. The Company also received conditional approval of the Transaction from the TSXV and approvals pursuant to the German Foreign Trade and Payments Act and the German Foreign Trade and Payments Regulation in respect of the sale and purchase of the issued and outstanding shares of Pharmadrug Production GmbH. The sale and purchase of the issued and outstanding shares of Pharmadrug is expected to occur on or before November 30, 2023.

Toronto, Ontario--(Newsfile Corp. - November 16, 2023) - Khiron Life Sciences Corp. (TSXV: KHRN) (OTC Pink: KHRNF) ("Khiron" or the "Company") today announced that the Company and 2518542 Alberta Ltd., a company controlled by Avonlea Drewry Holdings Inc. (the "Purchaser"), have entered into an amended and restated share purchase agreement (the "Restated Purchase Agreement") dated November 15, 2023, providing for the purchase and sale of the Company's European subsidiaries. Under the terms of the Restated Purchase Agreement, the Purchaser will continue to acquire the Company's European subsidiaries for an aggregate base purchase price of $3,000,000, subject to certain closing and post-closing adjustments (the "Transaction"), however the Purchaser will no longer enter into an option agreement that would have granted the Purchaser an irrevocable option to acquire all of the shares of the Company's Colombian subsidiary, Zerenia S.A.S. ("Zerenia Colombia"). The Purchaser's option to acquire Zerenia Colombia was removed to satisfy one of the conditions for the approval of the Transaction by the TSX Venture Exchange (the "TSXV").

The Company also announces that it has received the TSXV's conditional approval of the Transaction and approvals pursuant to the German Foreign Trade and Payments Act and the German Foreign Trade and Payments Regulation (the "Pharmadrug Regulatory Approval") in respect of the sale and purchase of the issued and outstanding shares of Pharmadrug Production GmbH ("Pharmadrug"). As the Company has received Pharmadrug Regulatory Approval, the sale and purchase of the issued and outstanding shares of Pharmadrug is expected to occur on or about November 17, 2023 (the "Closing Date"), together with the sale and transfer of all of the issued and outstanding shares of Khiron Europe GmbH ("Khiron Europe"), Zerenia Clinics Limited ("Zerenia UK"), Khiron Life Sciences UK Limited ("Khiron UK") and Khiron Life Sciences Spain SL ("Khiron Spain", and collectively with Pharmadrug, Khiron Europe, Zerenia UK and Khiron UK, the "Subject Subsidiaries", and each a "Subject Subsidiary").

Concurrently with the signing of the Restated Purchase Agreement, the Company, the Purchaser and the Subject Subsidiaries have also entered into an amended and restated management services agreement (the "Restated Management Agreement") dated November 15, 2023, pursuant to which the Purchaser, as manager and independent contractor, will continue to facilitate and oversee the implementation of the interim operating plan for the Subject Subsidiaries during the interim period between the signing of the Restated Purchase Agreement and the Closing Date (the "Management Services").

In consideration for the Management Services, each Subject Subsidiary has agreed to pay the Purchaser a management fee equal to the monthly net income of such Subject Subsidiary, as determined in accordance with IFRS, plus the reasonable expenses of the Purchaser in carrying out the Management Services until the completion of the Transaction (collectively, the "Manager Expenses").

The Purchaser also advanced to the Company additional growth capital in the amount of $250,000 on September 29, 2023 and $200,000 on October 26, 2023, in addition to the $1,000,000 previously advanced on July 28, 2023 (collectively, the "Subsidiary Growth Capital"), which amounts were disbursed directly to the Subject Subsidiaries in each case in accordance with the Restated Management Agreement. The Company must repay the Subsidiary Growth Capital if the Transaction is terminated before its completion.

The Subsidiary Growth Capital and the Manager Expenses are secured by a general security agreement over all of the Company's present and after-acquired property and share pledge agreements between the Purchaser and the Company in respect of the shares of Zerenia UK and Pharmadrug, and guaranteed by the Company until the completion of the Transaction.

The closing of the Transaction is subject to, among other things, the receipt of all necessary regulatory, corporate and board approvals including the final approval of the Transaction from the TSXV. There can be no assurance that the Transaction will be completed as proposed, or at all.

A copy of the Restated Purchase Agreement is available under the Company's SEDAR+ profile at www.sedarplus.ca.

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

About Khiron Life Sciences Corp.

Khiron is a leading global medical cannabis company with core operations in Latin America and Europe. Leveraging wholly owned medical health clinics and proprietary telemedicine platforms, Khiron combines a patient-oriented approach, physician education programs, scientific expertise, product innovation, and focus on creating access to drive prescriptions and brand loyalty with patients worldwide. The Company has a sales presence in Colombia, Germany, the United Kingdom, Switzerland, Peru, and Brazil. The Company is led by its co-founder and Chief Executive Officer, Alvaro Torres, together with an experienced and diverse executive team and board of directors.

Contact:
Alvaro Torres
Chief Executive Officer
Tel: +57 17442064

Investor Contact:
E: investors@khiron.ca

Media Contact:
Peter Leis, Europe Communications
E: pleis@khiron.ca

Cautionary Statement Regarding Forward-Looking Statements

This press release contains "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking information"). Forward-looking information are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking information in this press release includes, without limitation, statements relating to the closing of the Transaction on the Closing Date; the anticipated receipt of all regulatory approvals required to complete the Transaction including the receipt of final TSXV approval; the Management Services to be performed by the Purchaser during the interim period between the signing of the Restated Purchase Agreement and the completion of the Transaction; the Manager Expenses to be paid by the respective Subject Subsidiaries to the Purchaser for the Management Services; and the repayment of the Subsidiary Growth Capital to the Purchaser in the event the Transaction is terminated before its completion.

The forward-looking information is subject to known and unknown risks, uncertainties, and other factors, many of which are beyond the control of management, that may cause actual results to differ materially from those expressed or implied in such forward-looking information. Such risks and uncertainties include but are not limited to the following: the Company's failure to obtain all the required regulatory approvals, including the final TSXV approval of the Transaction; the failure of the parties to agree to any closing and post-closing purchase price adjustments; loss of key management or employees; and the Company failing to obtain the necessary funds to repay the Subsidiary Growth Capital in the event the Transaction is terminated before completion.

As a result of the foregoing and other risks and uncertainties, readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/187790

FAQ

What is the Restated Purchase Agreement about?

The Restated Purchase Agreement involves the purchase and sale of Khiron's European subsidiaries by 2518542 Alberta Ltd., a company controlled by Avonlea Drewry Holdings Inc., for an aggregate base purchase price of $3,000,000.

Why was the option to acquire Zerenia Colombia removed?

The option was removed to satisfy a condition for the approval of the Transaction by the TSX Venture Exchange.

What approvals did Khiron receive for the Transaction?

Khiron received conditional approval of the Transaction from the TSXV and approvals pursuant to the German Foreign Trade and Payments Act and the German Foreign Trade and Payments Regulation in respect of the sale and purchase of the issued and outstanding shares of Pharmadrug Production GmbH.

When is the sale and purchase of Pharmadrug expected to occur?

The sale and purchase of the issued and outstanding shares of Pharmadrug is expected to occur on or before November 30, 2023.