PharmaCielo Announces Creso Pharma’s Receipt of Australian Court Approval to Convene Meeting of Shareholders
PharmaCielo’s acquisition of Creso Pharma will establish a global medicinal cannabis company, positioned to rapidly develop new markets and grow sales in the expanded footprint served by the combined company.
TORONTO (Oct. 2, 2019) – PharmaCielo Ltd. (“PharmaCielo” or the “Company“) (TSXV:PCLO, OTC:PHCEF) is pleased to announce key developments in respect of its friendly acquisition of Australian Securities Exchange (“ASX“) listed Creso Pharma Limited (“Creso Pharma“) originally announced on June 6, 2019. Creso Pharma has informed the Company that it has received approval from the Supreme Court of Western Australia (the “Court“) to convene meetings of its shareholders and listed optionholders (the “Meetings“), and if thought fit, to approve the Schemes of Arrangement whereby PharmaCielo would acquire all of the issued and outstanding shares and listed options of Creso Pharma (the “Schemes of Arrangement“). The Meetings will be held on November 11, 2019, beginning at 10:00am (Perth time).
The board of directors of Creso Pharma continues to unanimously recommend that Creso Pharma Shareholders and the Creso Pharma Optionholders vote in favour of the proposed Schemes of Arrangement, in the absence of a superior proposal for Creso Pharma.
David Attard, CEO of PharmaCielo, commented, “PharmaCielo’s acquisition of Creso Pharma creates a combined company that has operational excellence across the value chain. The quality and scale of PharmaCielo’s cultivation and extraction compliments Creso Pharma’s product development and extensive developed global sales channels. With the Creso Pharma acquisition and our recently announced agreement to export CBD into the United States, 2020 is going to be an exciting year for PharmaCielo shareholders.”
PharmaCielo expects that the combined company will be well-positioned to drive significant value for both existing PharmaCielo and Creso Pharma shareholders. Some highlights of the benefits of this transaction include:
- The marriage of PharmaCielo’s high-quality medicinal cultivation and processing capacity with Creso Pharma’s established sales access to 13 countries. Together, the combined company will have sales access to expanded markets including: Australia, New Zealand, Brazil, Switzerland, Germany, France, the Netherlands and the United Kingdom.
- Creso Pharma’s Swiss-led team has over 150 years of collective experience in the Pharma, Food and Cannabis industries. PharmaCielo has an established team of proven executives from the Pharma, Food and Tobacco industries.
- Combination expands the range of proprietary strains currently registered for commercial cultivation through the combination of Creso Pharma’s Israeli R&D cultivation facility with PharmaCielo’s Colombian R&D cultivation facility.
- Establishment of dual-market licensed cultivation and processing facilities (Canada and Colombia) will expand capacity for import and export of CBD material and products and medicinal-grade cannabis production and products to multiple global markets.
- Proprietary consumer products compliment PharmaCielo’s current portfolio of high-quality bulk isolates and full-spectrum CBD oil and its capacity to supply world-class bulk product for branded product manufacturing.
- Creso Pharma has commercialized four proprietary branded products in less than two years, including both human and animal health-focused CBD-based nutraceuticals and complementary feed products.
- Creso Pharma expects to commercialize four additional products in 2019 by adding both additional proprietary formulations and delivery technologies to the “Swiss Made” GMP compliant, pharma-grade pipeline.
PharmaCielo has received conditional approval from the TSX Venture Exchange for the issuance of common shares of PharmaCielo to Creso Pharma Shareholders and Creso Pharma Optionholders in order to effect the Schemes of Arrangement. The effective date of the Schemes of Arrangement is expected to be November 13, 2019, and the closing date of the acquisition is expected to be November 22, 2019.
PharmaCielo Ltd. (TSXV:PCLO, OTC:PHCEF) is a global company, headquartered in Canada, with a focus on ethical and sustainable processing and supplying of all natural, medicinal-grade cannabis oil extracts and related products to large channel distributors. PharmaCielo’s principal (and wholly owned) subsidiary is PharmaCielo Colombia Holdings S.A.S., headquartered at its nursery and propagation centre located in Rionegro, Colombia.
The boards of directors and executive teams of both PharmaCielo and PharmaCielo Colombia Holdings are comprised of a diversely talented group of international business executives and specialists with relevant and varied expertise. PharmaCielo recognized the significant role that Colombia’s ideal location will play in building a sustainable business in the medical cannabis industry, and the Company, together with its directors and executives, is executing on a business plan focused on supplying the international marketplace. www.PharmaCielo.com
About Creso Pharma
Creso Pharma brings the best of cannabis to better the lives of people and animals. It brings pharmaceutical expertise and methodological rigor to the cannabis world and strives for the highest quality in its products. It develops cannabis and hemp derived therapeutic, nutraceutical, and lifestyle products with wide patient and consumer reach for human and animal health. Creso Pharma uses GMP development and manufacturing standards for its products as a reference of quality excellence with initial product registrations in Switzerland. It has worldwide rights for a number of unique and proprietary innovative delivery technologies which enhance the bioavailability and absorption of cannabinoids. www.CresoPharma.com
For further information:
David Gordon, Chief Corporate Officer
International: Gal Wilder, Cohn & Wolfe
Colombia: María Paula Peña Fdz., SPR GROUP S.A.
PBX: 57-1 2877234
+1.416.519.2156 ext. 2230
The above dates are indicative only and the actual date of final Court hearing, the effective date, and the closing date are contingent on many factors outside the control of PharmaCielo, including the Court approval process, receiving requisite approval from the securityholders of Creso Pharma, and the satisfaction or waiver of the conditions precedent to the completion of the Schemes of Arrangement by each of PharmaCielo and Creso Pharma, the combination of operations of the Israeli R&D cultivation facility with the Colombian R&D cultivation facility.
This press release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as “expects”, “is expected”, “intends”, “believes”, or variations of such words and phrases or state that certain actions, events or results “may” or “will” be taken, occur or be achieved. Forward-looking statements include that the Meeting will take place, that PharmaCielo and Creso Pharma will both be able to satisfy the conditions of the Schemes of Arrangement, that the required approvals for the Share Scheme and the Option Scheme will be received from the Creso Pharma Shareholders and Creso Pharma Optionholders, respectively, that the Court will grant final approval for the Schemes of Arrangement and the anticipated timing of the effective date and the closing date of the acquisition, the anticipated commercialization of four additional products in 2019 by Creso Pharma. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, including assumptions that there will be no unexpected obstacles that prevent Creso Pharma from calling the Meeting, that Creso Pharma and PharmaCielo will be able to satisfy or waive all necessary conditions of the Schemes of Arrangement under the Scheme Implementation Agreement, that Creso Pharma will receive sufficient approval from the Creso Pharma Shareholders of the Share Scheme and from the Creso Pharma Optionholders of the Option Scheme, that the companies will be able to successfully integrate their respective operations and management teams, the financial stability of the companies, and current and future trends with respect to the cannabis industry.
Although PharmaCielo has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forwardlooking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited or no operating history change in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and perception of the medical-use and adult-use marijuana industry and regulatory or political change. There can be no assurance that such information will prove to be accurate or that PharmaCielo’s management’s expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events. Except as required by law, PharmaCielo undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
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 press release.