FSD Pharma Announces Share Exchange Transaction with Aura Health
April 24 2019 - 4:25AM
InvestorsHub NewsWire
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FSD Pharma Announces Share Exchange
Transaction with Aura
Health
- Intended
Transaction positions FSD to establish distribution channel in
Germany & Eurozone -
Toronto, Ontario -- April 24, 2019
-- InvestorsHub NewsWire -- FSD Pharma Inc.
(CSE: HUGE) (OTCQB: FSDDF) (FRA: 0K9)
announced today that it has entered into a share exchange
transaction with Aura Health Inc. (“Aura”). Pursuant to the
agreement, FSD acquired 13,562,386 Aura shares valued at $3 million
issued from treasury in exchange for 13,181,019 FSD shares issued
from treasury valued at $3 million. Aura Health is a Toronto-based
cannabis company building an international network of vertically
integrated businesses in the medical cannabis
industry.
FSD and Aura shares will be placed
in escrow and released to the companies upon the Escrow Agent
receiving a certificate executed by FSD and Aura that: (i) the
Offering Escrow Release Conditions have been satisfied; (ii) the
acquisition has closed; (iii) each of FSD and Aura are satisfied
with their due diligence review of the other party; (iv) the Supply
Agreement has been executed by FSD and Pharmadrug; and (v) the
Consulting Agreement has been executed by FSD and
Aura.
As part of the transaction, Aura and
FSD will enter into a consulting agreement. Aura will assist FSD
with obtaining euGMP certification at the company’s existing
licensed facility through Pharmadrug Production GmbH, a company for
which Aura Health is in the process of acquiring an 80% equity
interest.
Aura has a pre-existing supply
agreement with another producer that it is required to honor in
priority. It is anticipated that FSD will become a preferred
Canadian cannabis supplier to Pharmadrug for the German market.
Pharmadrug will enter into a supply agreement with FSD and upon
proper euGMP certification will commit to purchase 1,000 kilograms
(or such greater or lesser amount as may be agreed from time to
time by the parties) of Canadian produced cannabis product from FSD
at a price of $7.00 per gram FOB Germany (subject to downward
adjustment should market exigencies dictate), provided that the
product is saleable in the German market.
The Supply Agreement is not a “take
or pay” arrangement. For greater certainty, the Supply Agreement
will not limit or restrict the ability of Pharmadrug to freely
source product from other suppliers in any other country, provided
that the Purchase Commitment is satisfied.
Zeeshan Saeed, Founder and President
of FSD commented, “This agreement with Aura Health establishes a
distribution channel for FSD in Germany and the Eurozone and allows
the company to expand its footprint internationally. As production
at our Cobourg facility grows and following receipt of our euGMP
certification, we will be able to supply our high-quality cannabis
products to the medical markets in
Europe.”
This is an exciting opportunity
for FSD Pharma to capitalize in the global medicinal cannabis
space. The global market is expected to grow and remain
undersupplied for some time. In collaboration with Aura Health, we
see an opportunity to increase shareholder
value by establishing channel partners in Germany and the
Eurozone” stated Dr. Raza Bokhari, Executive Co-Chairman &
CEO.
About
FSD Pharma
FSD Pharma is focused on the
development of the highest quality indoor grown, pharmaceutical
grade cannabis and on the research and development of novel
cannabinoid-based treatments for several central nervous system
disorders, including chronic pain, fibromyalgia and irritable bowel
syndrome. The Company has 25,000 square feet available for
production at its Ontario facility.
FSD facilities sit on 70 acres
of land with 40 acres primed for development and an expansion
capability of up to 3,896,000 square feet.
FSD's wholly-owned subsidiary,
FV Pharma, is a licensed producer under the Cannabis Act
and Regulations, having received its cultivation license on October
13, 2017. FV Pharma's vision is to transform its current
headquarters in a Kraft plant in Cobourg, Ontario into the largest
hydroponic indoor grow facility in the world. FV Pharma intends to
cover all aspects of this exciting new industry, including
cultivation, legal, processing, manufacturing, extracts and
research and development. For additional information on the
company, please visit our website at www.fsdpharma.com.
About Aura Health
Inc.
Aura Health is building an
international network of vertically integrated cannabis assets.
Through an established product line of cannabis-infused edible
products and oil extracts, Aura is dedicated to building a high
margin downstream business in the medical marijuana sector. The
Company holds convertible debt that converts to 54% equity of
HolyCanna, a cultivation and nursery license holder in Israel and
is focused on acquiring strategic assets across the cannabis value
chain, initially in Israel and Germany.
Forward-Looking
Information
Certain statements contained in
this press release constitute forward-looking information. These
statements relate to future events or future performance. The use
of any of the words “could”, “intend”, “expect”, “believe”, “will”,
“projected”, “estimated” and similar expressions and statements
relating to matters that are not historical facts are intended to
identify forward-looking information and are based on FSD Pharma’s
current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ materially. Actual
results and developments may differ materially from those
contemplated by these. The forward-looking information contained in
this press release is made as of the date hereof, and FSD Pharma is
not obligated to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. Because of the
risks, uncertainties and assumptions contained herein, investors
should not place undue reliance on forward looking-information. The
foregoing statements expressly qualify any forward-looking
information contained herein.
For further
information:
Zeeshan Saeed, President,
Founder and Director, FSD Pharma Inc.
Email: zeeshan@fsdpharma.com, Telephone: (416)
854-8884
Investor Relations: Email:
ir@fsdpharma.com, Website: www.fsdpharma.com
Media Relations: Nic Johnson,
Email: nic.johnson@russopartnersllc.com, Tel.: (212)
845-4242
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