POCML 4 Inc. Executes Definitive Agreement With MediPharm Labs Inc.
Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
TORONTO, July 16, 2018 (GLOBE NEWSWIRE) -- POCML 4 Inc. (TSXV:POCM) (“POCML”) is pleased to announce that it has entered into a definitive agreement with MediPharm Labs Inc. (“MediPharm”). MediPharm is a medicinal cannabis company specializing in the pharmaceutical production of oil products as a licensed producer by Health Canada under the Access to Cannabis for Medical Purposes Regulations (ACMPR), and is the first company in Canada to become a licensed producer for cannabis oil production without first receiving a cannabis cultivation licence.
The agreement will govern the previously announced proposed business combination between POCML and MediPharm (the “Transaction”). As previously announced, the Transaction will result in a reverse take-over of POCML by the shareholders of MediPharm and is intended to constitute the “Qualifying Transaction” of POCML as such term is defined in the policies of the TSX Venture Exchange (the “TSXV”). Prior to the completion of the Transaction, POCML shall file articles of amendment to, amongst other matters, effect a consolidation of its common shares (the “POCML Pre‐Consolidation Shares”) on the basis of one (1) “new” common share (a “POCML Post‐Consolidation Share”) for every two “old” POCML Pre‐Consolidation Shares then outstanding. The Transaction will then proceed by way of a three cornered amalgamation pursuant to which MediPharm shall amalgamate with a wholly‐owned subsidiary of POCML, and POCML will acquire all of the issued and outstanding Class A common shares of MediPharm (the “MediPharm Shares”), in exchange for POCML Post‐Consolidation Shares on the basis of 12.68 POCML Post‐Consolidation Shares for every one MediPharm Share issued and outstanding.
For further information regarding the Transaction, please refer to the press releases of POCML dated May 15, May 31 and June 29, 2018 available on SEDAR at www.sedar.com.
About MediPharm Labs
MediPharm is a pioneer in the cannabis industry as it is the first company in Canada to become a licensed producer for cannabis oil production without first receiving a cannabis cultivation licence. This focus on cannabis concentrates allows MediPharm to work with its established, Health Canada-approved cultivation partners to produce pharmaceutical-grade cannabis oil with a competitive advantage focused on downstream secondary extraction methodology, distillation, and cannabinoid isolation and purification. MediPharm will provide contract processing of cannabis to Canadian authorized licensed producers and appropriate international growers and supplies cGMP (current good manufacturing practice) cannabis oil to qualified companies for sale under their own brand. In addition, MediPharm will supply raw materials and processing for the creation of ready-to-sell cannabis products. MediPharm has also completed its application process with the federal Office of Drug Control to extract and import medical cannabis products in Australia through its subsidiary MediPharm Labs Australia Pty.
All information contained in this news release with respect to POCML and MediPharm was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the Transaction, please contact:
David D’Onofrio, Chief Executive Officer, Chief Financial Officer, Secretary and Director, POCML 4 Inc.
Telephone: (416) 643-3880
Email: [email protected]
Patrick McCutcheon, President, Chief Executive Officer and Director, MediPharm Labs Inc.
Email: [email protected]
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to the terms and conditions of the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, POCML and MediPharm assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
Released July 16, 2018