Tetra Bio-Pharma Enters into Non-Binding Proposal to Acquire Panag Pharma Inc.
Momentum Public Relations
Press Release: November 6, 2018
The Proposed Transaction is expected to provide Tetra:
- With the most robust Pharmaceutical and Natural Health Products (NHP) pipeline of any Cannabinoid company;
- With more pharmaceutical and natural health products;
- The ability to sell these products worldwide; and
- Access to Panag’s NHP portfolio which is not included in the present in-licensing agreement with Panag.
Tetra Bio-Pharma Inc., (“Tetra” or the “Company“), a leader in cannabinoid-based drug discovery and development (TSX VENTURE: TBP) (OTCQB: TBPMF), today announced it has entered into a non-binding proposal (the “Proposal“) with the shareholders (the “Vendors“) of Panag Pharma Inc. (“Panag“) for the acquisition by Tetra of all of the issued and outstanding shares in the capital of Panag (the “Proposed Transaction“). Panag is a Canadian-based life sciences company focused on the development of novel cannabinoid-based formulations for the treatment of pain and inflammation. Panag has developed innovative and patented formulations for the treatment of ocular diseases and other pain conditions such as general neuropathic pain. Their significant formulation expertise in the wellness market will allow Tetra to expand its commercial operations.
Dr. Guy Chamberland, CEO and CSO of Tetra stated, “We are very pleased to announce this news to our shareholders. We have been working with Panag for over a year and as a combined entity we will have a robust product pipeline of cannabinoid derived drugs for development as prescription or OTC drugs. Tetra is not just acquiring assets and intellectual property, we are joining a group of world-renowned cannabinoid experts that will help take Tetra to the next level as a pharmaceutical company.”
Panag will remain a separate subsidiary owned 100% by Tetra and will provide Tetra with additional discovery and early phase drug development capacity. With this robust product pipeline, Tetra intends to continue to implement its out-licensing program to generate additional revenues via upfront payments, milestone payments, and royalties and actively pursue the clinical development of lead products.
“Panag will bring Tetra Natural Health a unique pipeline of products, thereby strengthening our role as a key player in the cannabinoid wellness market,” said Richard Giguere, CEO of Tetra Natural Health. “We look forward to working with Panag to commercialize these products globally and expect to generate revenues from these products by Q4 2019 following completion of the acquisition.”
According to Dr. Orlando Hung, a co-founder of Panag, “We are very excited to have the opportunity to continue our decades of cannabinoid research work and partner for commercialization with Tetra Bio-Pharma. The timing is perfect as there is an urgent need for non-opioid medications to treat pain and inflammation. We expect the Panag-Tetra Bio-Pharma combined portfolio of cannabinoid products to play a significant role in the management of pain and inflammation. We are particularly pleased to have the support of Tetra Bio-Pharma to advance the development and research of Panag cannabinoid products.”
Pursuant to the Proposal, Tetra would acquire 100% of the issued and outstanding shares of Panag for an aggregate consideration of $12,000,000, on a debt-free basis and subject to customary post-closing adjustments. The purchase price would be payable by Tetra delivering to the Vendors, on the closing date of the Proposed Transaction, (i) $3,000,000 in cash and (ii) $9,000,000 payable in common shares of Tetra. The Proposal also contemplates the payment by Tetra to the Vendors of an aggregate amount of up to $15,000,000 in cash in milestone payments upon the achievement of operational targets associated with marketing approvals and commercialization of both human and veterinary drug products by the U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA). The milestone payments would be accelerated in the event of a bankruptcy, insolvency, change of control or sale of all of the assets of Tetra.
Two of the Vendors, Bill Cheliak and Gregory Drohan, are non-arm’s length parties to Tetra within the meaning of the rules of the TSX Venture Exchange. Mr. Cheliak is the Chairman of the Board of Directors of the Company and Mr. Drohan is a Director of the Company. The Proposed Transaction will not result in the issuance of securities to non-arm’s length parties as a group as payment of the purchase price exceeding 10% of the number of outstanding shares of the Company on a non-diluted basis.
The Company expects that the Proposed Transaction will be completed by the end of the 2018 calendar year. 100% of the shareholders of Panag have signed the term sheet. Completion of the Proposed Transaction remains subject to a number of conditions, including the completion of a satisfactory due diligence investigation by Tetra, the negotiation of a definitive purchase agreement, the approval by Panag’s shareholders in accordance with the shareholders’ agreement of Panag, the receipt of all required regulatory approvals, including that of the TSX Venture Exchange and such other closing conditions as are customary in transactions of this nature. There can be no assurance that such conditions will be satisfied and that the Proposed Transaction will be completed as described or at all.
About Tetra Bio-Pharma:
Tetra Bio-Pharma (TSX-V: TBP) (OTCQB: TBPMF) is a biopharmaceutical leader in cannabinoid-based drug discovery and development with a Health Canada approved, and FDA reviewed, clinical program aimed at bringing novel prescription drugs and treatments to patients and their healthcare providers. The Company has several subsidiaries engaged in the development of an advanced and growing pipeline of Bio Pharmaceuticals, Natural Health and Veterinary Products containing cannabis and other medicinal plant-based elements. With patients at the core of what we do, Tetra Bio-Pharma is focused on providing rigorous scientific validation and safety data required for inclusion into the existing bio pharma industry by regulators, physicians and insurance companies.
For more information visit: www.tetrabiopharma.com
About Panag Pharma:
Panag Pharma Inc. is a Canadian based bio-tech company focused on the development of novel cannabinoid-based formulations for the treatment of pain and inflammation. Panag believes that pain relief should be safe, non-addictive and above all; effective. The Panag Pharma team of PhD scientists and medical doctors are among the world’s leading researchers and clinicians in pain treatment and management. They bring a combined experience of over 100 years in research and clinical care of people dealing with chronic pain and inflammatory conditions. Panag’s current pipeline of pain relief products include formulations for the topical application to the skin, the eye and other mucous membranes. Recently approved by Health Canada and currently undergoing clinical trials, Panag Pharma’s Topical AOTC provides a new approach to the treatment of chronic pain and inflammation.
Source: Tetra Bio-Pharma
- Published in Life Sciences, Medical Marijuana, News Home, Tetra Bio Pharma
Canada Cobalt Drills 2.28% Cobalt Over 7 Meters at Castle
Momentum Public Relations
Press Release: November 2, 2018
Canada Cobalt Works Inc. (TSXV: CCW) (OTC: CCWOF) (Frankfurt: 4T9B) (the “Company” or “Canada Cobalt”) is pleased to announce that underground drilling on the first level of the Castle mine, specifically targeting cobalt for the first time at this historic silver producer, has returned high-grade cobalt, nickel and silver grades.
Highlights from the first three drill holes are as follows:
- 2.28% cobalt, 261 g/t silver and 1.65% nickel over 7.00 meters in hole CA18-001
- 1.87% cobalt, 4,763 g/t silver, 1.29% nickel and 1.19 g/t gold over 2.54 m in CA18-002
- 3.16% cobalt and 10,741 g/t silver (345 ounces per tonne) over 0.60 meter in hole CA18-003
Frank Basa, Canada Cobalt President and CEO, commented: “These cobalt grades are very high in a global context and demonstrate the unique opportunity at the Castle mine, from which we have already created battery grade cobalt sulphate through our proprietary Re-2OX process for evaluation by clients in Asia and Europe.
“The purpose of this initial and continuing underground drill program is to confirm that the Castle vein structures do contain impressive cobalt values. Previous operators focused exclusively on mining high-grade silver through the 11 levels, ignoring cobalt and other metals such as nickel and gold.
“We have a lot of room on the first level while pump testing continues to the second level, beginning at a depth of 25 meters. In light of these initial results, we are accelerating efforts at deploying the most effective underground techniques to fully leverage the Castle mine cobalt opportunity for shareholders,” Basa concluded.
Holes CA18-001, 002 & 003
The first three holes targeted a vein structure near the adit entrance and attempted to follow the vein from a series of inclinations from approximately the same drill set-up through the Nipissing Diabase toward the second level in order to test grade potential (follow-up drilling across the structure will assess true widths). Drilling in these holes exited the vein at depths of 7 meters, 6 meters and 9.25 meters, respectively, reaching a maximum hole length of 30 meters, underscoring the potential to identify additional high-grade mineralization at significantly deeper levels through additional drilling in this area and elsewhere. Intervals reported below are core lengths with true thickness unknown at this time.
From (m) |
To (m) |
Interval |
Grade Co (%) |
Grade Ag (g/t) |
Grade Ni (%) |
Grade Au (g/t) |
|
CA18-001 |
0.00 |
7.00 |
7.00 |
2.28 |
261.44 |
1.65 |
|
including |
0.00 |
2.20 |
2.20 |
3.74 |
743.04 |
2.97 |
|
including |
4.30 |
6.06 |
1.76 |
2.27 |
50.82 |
2.19 |
|
CA18-002 |
2.17 |
6.02 |
3.85 |
1.33 |
3736.50 |
0.92 |
|
including |
3.48 |
6.02 |
2.54 |
1.87 |
4763.26 |
1.29 |
1.19 |
CA18-003 |
5.02 |
9.25 |
4.23 |
0.46 |
1566.10 |
n/a |
|
including |
6.35 |
6.95 |
0.60 |
3.16 |
10741.28 |
0.48 |
The Company eagerly anticipates additional assay results and has fully winterized the Castle mine for continued underground work including drilling over the coming months.
Canada Cobalt also expects to provide an update shortly on the surface drill program east of the mine where a potential new discovery has been made with the third drill hole of the 2018 program (see October 24, 2018, news release).
Quality Assurance/Quality Control
Canada Cobalt Works’ AQTK drill program employs diligent standards in drill core sampling and quality assurance/quality control. Core from the above holes was sent to Swastika Laboratories in Swastika, Ontario, for analysis. Where silver was visually and significantly present, a Pulp-Metallic analysis was completed for the silver assays where the entire sample was dried, weighed and crushed over 95% then fully pulverized and passed through 147-micron screen to create a plus 147-micron fraction (metallics) and a minus 147-micron fraction (pulp). Approximately 50 grams of the metallic fraction was weighed, fused and assayed by Fire Assay. The resulting dore bead of gold and silver was weighed before adding HNO3 acid to dissolve the silver. The remaining gold bead was weighed and subtracted from the gold + silver bead to give a silver weight and grade for the metallics portion. The minus 147-micron fraction (pulp) had two samples from entire pulp which were weighed then digested by two acids aqua-regia and finalized by AAS reading for Co, Ag and Ni. Final silver grade is a calculated weighted average using grades and weights from both pulps and metallics.
As gold was not assayed in the pulps, the final gold assay was calculated by weighted average, as for the silver, but assuming a 0.0 g/t grade for the pulp portion. Cobalt and nickel were reported as percent grade. Other samples were assayed for cobalt, silver and nickel by AAS after aqua-regia digestion. Analytical accuracy and precision are monitored by the analysis of reagent blanks and reference materials at the lab. Quality control is further assured by the insertion of blind certified standard reference material and blanks into the sample stream at regular intervals by Canada Cobalt Works personnel in order to independently assess analytical accuracy.
Qualified Person
The technical information in this news release was prepared under the supervision of Frank J. Basa, P.Eng., Canada Cobalt’s President and Chief Executive Officer, who is a member of Professional Engineers Ontario and a qualified person in accordance with National Instrument 43-101.
About Canada Cobalt Works Inc.
Canada Cobalt is a pure play cobalt company focused on its past producing Castle mine in the Northern Ontario Cobalt Camp, Canada’s most prolific cobalt district. With underground access at Castle, a recently installed pilot plant to produce cobalt-rich gravity concentrates on site, and a proprietary hydrometallurgical process known as Re-2OX for the creation of technical grade cobalt sulphate as well as nickel-manganese-cobalt (NMC) formulations, Canada Cobalt is strategically positioned to become a vertically integrated North American leader in cobalt extraction and recovery.
“Frank J. Basa”
Frank J. Basa, P. Eng.
President and Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.
SOURCE Canada Cobalt Works Inc.
- Published in Business, Canada Cobalt Works, Mining, News Home
ATW Tech Closes the Sale of its Atman Assets for $1.3 Million
Momentum Public Relations
Press Release: November 1, 2018
ATW Tech Inc. (TSX-V: ATW) announces today the closing of the sale of its Psychometric Research and Services of Atman assets (“Atman”), previously announced on September 17, 2018. Those assets consist primarily of the personality test platforms and learning modes offered to businesses for human resources management. The total purchase price is $1,300,000, composed of $1,100,000 paid immediately in cash and $200,000 as monthly installments over the next 3 years and based on a percentage of sales. ATW Tech will pay to the buyer a total of $95,000 in twelve equal monthly instalments for its working capital. For the fiscal year ended December 31, 2017, revenues generated by the Atman assets being sold represented 9.6% of ATW Tech’s revenues.
“We are proud to conclude this transaction, and especially to do so within the expected timeline. This transaction reflects our will and strategy to concentrate all our activities and resources on our financial technologies (“fintech”)” said ATW Tech’s President and CEO, Michel Guay.
Additional information regarding the Company is available on SEDAR www.sedar.com. The TSX Venture Exchange and its Regulatory Services provider (as per meaning assigned to this term in TSX Venture Exchange’s policies) bear no liability as to the relevance or accuracy of this press release.
ABOUT ATW TECH
ATW Tech (TSX-V: ATW) is a leader in information technology, owner of several web platforms including VoxTel, VuduMobile, Option.vote and Bloomed. VoxTel offers various interactive communication and landline and mobile carrier billing phone solutions. VuduMobile is specialized the text messaging business for enterprises through its unique, user-friendly and bilingual test messaging application et turnkey solution allowing management of text message management programs in all kind of businesses. Option.vote offers a large scale customizable and secured multi-method voting system for unions, political parties, professional associations, and others looking for a way to reduce their voting costs and to improve their participation rates. Bloomed is a cloud-based platform to manage data (smart data) on consumers and their behaviors which is developed for marketing agencies and their campaigns for the consumer and corporate markets.
SOURCE:
ATW Tech Michel Guay Founder, president and CEO Tel.: 514.935.5959 ext. 301 mguay@atwtech.com www.atwtech.com |
Simon Bédard, CA, CPA, CFA, MBA CFO Tel. : 514.935.5959 ext. 304 sbedard@atmanco.com |
- Published in Atmanco, Business, Financial Technology, News Home, Technology
Tetra Bio-Pharma Obtains Health Canada Approval to Conduct a Phase 1 Pharmacokinetic & Safety Study Using Vaporized Version of PPP001
Momentum Public Relations
Press Release: November 1, 2018
Tetra Bio-Pharma Inc. (“Tetra” or “TBP”) today announced that is has received a “No Objection Letter” (NOL) from the Therapeutic Drug Directorate at Health Canada to conduct a Phase 1 pharmacokinetic (PK) and safety study using a vaporized version of PPP001.
This study aims to determine the Pharmacokinetic and safety profile of PPP001 delivered as an inhaled vapour using the Mighty Medic (see previous July 16, 2018 News Release), thus providing patients with an alternative to the smoked version of PPP001 and allowing Tetra to develop PPP001 for healthier patients suffering from uncontrolled pain. It is anticipated that this phase 1 data, combined with Tetra’s characterization of the composition of vapor, will provide the necessary evidence to advance the development of vaporized PPP001 into more chronic and non-life-threatening diseases, such as fibromyalgia. The study is expected to begin and end in Q4 2018.
“We are pleased to announce this critical Phase 1 trial focused on the PK and safety of our PPP001 pellet delivered by vaporization,” said Dr. Guy Chamberland, CEO and CSO of Tetra Bio-Pharma Inc. “Over the last 3 months we have analyzed the composition of the vapor. This data combined with the results of this Phase 1 will provide the critical pharmacological information required by physicians to adequately guide future efficacy studies in patients who suffer from a chronic condition such as fibromyalgia where there are limited treatment options and there is a large unmet medical need. It may also provide an alternative mode of delivery for those patients who prefer not to smoke.”
About Tetra Bio-Pharma
Tetra Bio-Pharma (TSX-V: TBP) (OTCQB: TBPMF) is a biopharmaceutical leader in cannabinoid-based drug discovery and development with a Health Canada approved, and FDA reviewed, clinical program aimed at bringing novel prescription drugs and treatments to patients and their healthcare providers. The Company has several subsidiaries engaged in the development of an advanced and growing pipeline of Bio Pharmaceuticals, Natural Health and Veterinary Products containing cannabis and other medicinal plant-based elements. With patients at the core of what we do, Tetra Bio-Pharma is focused on providing rigorous scientific validation and safety data required for inclusion into the existing bio pharma industry by regulators, physicians and insurance companies. For more information visit: www.tetrabiopharma.com
- Published in Business, Life Sciences, Medical Marijuana, News Home, Tetra Bio Pharma
CROP Developing One Ton Nevada Extraction Facility With 60% Payment Coming From 1,500,000 Pound Supply Agreement
Momentum Public Relations
Press Release: November 1, 2018
CROP INFRASTRUCTURE CORP. (CSE: CROP) (OTC: CRXPF) (Frankfurt: 2FR) announced today that the company has now engaged an ISO/GMP rated extraction facility developer to build a one ton per day extraction facility at its Nevada farm.
On October 23rd CROP announced a 500,000 pound annual (1,500,000 over 3 years) supply agreement with a commercial extraction technology company. The same company will be developing, and providing, extraction equipment for the CROP Nevada extraction facility. The initial $3.2 Million, equivalent to ~89,000 pounds of product, will be allocated towards paying for 60% of the extraction facility. The balance of ~$2.0 Million, due in cash over the next eight months will be financed by revenue from the company’s operations.
As previously announced, the CBD flower off take is to be delivered in shipments of 50,000 dry pounds on a bi-monthly basis with payment to be made plus the cost of delivery of $36.00 per pound to $57.00 per pound depending on Certificate of Analysis of the CBD content with deliveries starting August 2019.
Cannabis industry analysts, The Brightfield Group, estimate the hemp-CBD market alone could reach $22-billion by 2022.
CROP is in process of harvesting its 240 acres planted this year, which will be processed for isolate and is also readying its 1,865-acre CBD farm for 2019 planting.
CROP CEO, Michael Yorke, stated: “The synergies and relationship between CROP and our off-take partner continue to evolve. We look forward to continuing to develop this new partnership into new opportunities and other territories. We believe this is an effective and creative way of financing and developing our growth in a non-dilutive arrangement.”
About CROP
Crop Infrastructure Corp. is publicly listed on the Canadian Securities Exchange and trades under the symbol “CROP” and in the US under the symbol “CRXPF”. CROP is primarily engaged in the business of investing, constructing, owning and leasing greenhouse projects as part of the provision of turnkey real estate solutions for lease-to-licensed cannabis producers and processors offering best-in-class operations. The Company’s portfolio of projects includes cultivation properties in California, two in Washington State, a 1,000-acre Nevada Cannabis farm, a 1,865-acre CBD farm, extraction in Nevada with international focuses in Jamaica and Italy and a joint venture on West Hollywood and San Bernardino dispensary applications.
CROP has developed a portfolio of assets including Canna Drink, a cannabis infused functional beverage, US and Italian distribution rights to over 55 cannabis topical products and a portfolio of 16 Cannabis brands.
Company Contact
Michael Yorke – CEO and Director
E-mail: info@cropcorp.com
Website: www.cropcorp.com
Phone: (604) 484-4206
- Published in Business, CROP Infrastructure, Marijuana, Medical Marijuana, News Home
Tetra Natural Health Signs Exclusive Agreement for the Distribution of their Hemp Energy Drink in Canada and the USA
Momentum Public Relations
Press Release: November 1, 2018
Tetra Natural Health Inc., a division of Tetra Bio-Pharma Inc. (“Tetra” or the “Company”) (TSX VENTURE: TBP) (OTCQB: TBPMF), today announced that it has signed a major distribution agreement with Kombucha Baby Brewing Company and its partners for the exclusive distribution of its Hemp Energy Drink in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, and Ontario as well as California, Washington, Oregon and Hawaii.
The Hemp Energy Drink provides consumers with a product that contains fewer calories and more natural ingredients than existing energy drinks thus providing a welcome alternative to existing products in what is considered to be an extremely lucrative market.
“We are thrilled in having signed this agreement with Kombucha Baby and its distribution partners providing Tetra Natural Health with access to a significant number of retail outlets in both Canada and the USA,” stated Richard Giguere, CEO of Tetra Natural Health.
“We are very excited to be adding the Hemp Energy Drink to our portfolio of products that will be available to our existing and potential client base,” stated Dan McKenna, President and CEO of Kombucha Baby Brewing Company Inc. “Numerous Canadian and U.S. customers representing thousands of retail outlets have indicated a strong interest in carrying this unique Natural Health Product (NHP).”
AboutTetra Bio-Pharma
Tetra Bio-Pharma (TSX-V: TBP) (OTCQB: TBPMF) is a biopharmaceutical leader in cannabinoid- based drug discovery and development with a Health Canada approved, and FDA reviewed, clinical program aimed at bringing novel prescription drugs and treatments to patients and their healthcare providers. The Company has several subsidiaries engaged in the development of an advanced and growing pipeline of Bio Pharmaceuticals, Natural Health and Veterinary Products containing cannabis and other medicinal plant-based elements. With patients at the core of what we do, Tetra Bio-Pharma is focused on providing rigorous scientific validation and safety data required for inclusion into the existing bio pharma industry by regulators, physicians and insurance companies.
For more information visit: www.tetrabiopharma.com
- Published in Business, Life Sciences, Medical Marijuana, News Home, Tetra Bio Pharma