Corazon Signs LOI to Acquire 100% of NanoSphere Health Sciences and Innovative Cannabinoid Delivery System
(firmenpresse) - VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 01/05/17 -- Corazon Gold Corp. (TSX VENTURE: CGW) ("Corazon" or the "Company") is pleased to announce that it has signed a Letter of Intent dated December 22, 2016, with NanoSphere Health Sciences LLC ("NanoSphere") to acquire 100% of the issued and outstanding shares of NanoSphere.
NanoSphere is a biotechnology company that has developed a multiple patent-pending, non-invasive delivery system for bioactive compounds such as cannabinoids, pharmaceuticals, over-the-counter drugs, nutraceuticals, cosmeceuticals and other related health products. Using advanced nanobiotechnology, NanoSphere's NanoGel encapsulates and protects bioactive compounds, such as cannabinoids, in nano-sized protective all-natural membranes called "NanoSpheres" and delivers them into the body with improved efficiency. The decreased size and increased surface area of the NanoSpheres provides greater solubility and bioavailability, resulting in increased efficacy, faster onset of activity, decreased adverse reactions, and more controllable dosages than traditional delivery systems.
Within NanoSphere's cannabis division, the NanoSphere Delivery System™ pioneers standardized precision-metered dosages by intra-oral, intra-nasal and transdermal administration. The NanoSphere Delivery System™ addresses many issues in the traditional delivery of cannabis products by inhalation and ingestion, such as:
Recent pharmacokinetic testing (clinical blood studies) confirmed the quick entrance of THC into the bloodstream, within ten minutes, compared to an hour or more with standard ingested THC. The testing also demonstrated higher blood concentrations, greater bioavailability and longer circulation half-life within the human body compared to ingested THC and oral mucosal sprays. NanoSphere's technology creates an entirely new product category and user-friendly delivery system within the cannabis industry with the potential to greatly expand the patient and adult use markets.
The LOI contemplates a three-way amalgamation, pursuant to which Nanosphere will become a wholly-owned subsidiary of Corazon and the shareholders of Nanosphere will receive 40,000,000 Corazon common shares on closing and up to a further 19,000,000 Corazon common shares based upon the satisfaction of performance targets to be agreed upon. In connection with the transaction, Corazon will also complete a financing (the "Financing") to raise gross proceeds of up to $9,000,000 and not less than $7,000,000, the terms of which have not yet been finalized. Finder's fees may be payable on the acquisition and Financing, subject to compliance with Exchange policies and receipt of Exchange approval.
Upon completion of the transaction, the Board of Directors will be reconstituted with four nominees of Nanosphere and two nominees of Corazon, with additional officer appointments to be determined and agreed upon prior to closing. Further details regarding the Financing and the new Board of Directors and management following the completion of the transaction will be issued as details become available.
The transaction is at arm's length and is not expected to be subject to shareholder approval upon a determination that the transaction is not a Related Party Transaction (as defined by the Exchange); the Exchange's confirmation that, in the Exchange's view, Corazon is without active operations; Corazon not being subject to a cease trade order and not otherwise being suspended from trading on completion of the transaction; and shareholder approval for any aspect of the transaction not otherwise being required under applicable corporate or securities laws.
Completion of the transaction is subject to a number of conditions precedent, including but not limited to completion of satisfactory due diligence, the execution of a definitive agreement in respect of the transaction, completion of the Financing and the receipt of Exchange approval and all other required regulatory and third party consents and approvals.
Mr. Victor Goncalves comments, "we are very excited to go into 2017 working on such a game changing part of the cannabis industry. We feel that with the talented team of people that come with NanoSphere, and the technology they have developed, we will be industry leaders in this space."
Corporate Information Regarding Nanosphere
Nanosphere is a limited liability company existing under the laws of Colorado, USA, with its operations based in Denver, Colorado. The key principals of NanoSphere are:
NanoSphere also has a distinguished Board of Advisors, including:
On behalf of Corazon Gold Corp.
Victor Goncalves, President and CEO
Completion of the transaction is subject to a number of conditions, including but not limited to Exchange acceptance and if applicable, disinterested 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 Corazon Gold Corp. should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Forward Looking Information
This news release includes forward looking statements that are subject to assumptions, risks and uncertainties. Statements in this news release which are not purely historical are forward looking statements, including without limitation any statements concerning the Company's intentions, plans, estimates, expectations or beliefs regarding the future. Although the Company believes that any forward looking statements in this news release are reasonable, there can be no assurance that any such forward looking statements will prove to be accurate. The Company cautions readers that all forward looking statements, including without limitation those relating to the Company's future operations and business prospects, are based on assumptions none of which can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward looking statements.
Any forward looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward looking statements, or to update the reasons why actual events or results could or do differ from those projected in the forward looking statements. The Company assumes no obligation to update any forward looking statements, whether as a result of new information, future events or otherwise.
Contacts:
Corazon Gold Corp.
Victor Goncalves
President and CEO
204-997-5517
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Datum: 05.01.2017 - 15:22 Uhr
Sprache: Deutsch
News-ID 516063
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VANCOUVER, BRITISH COLUMBIA
Kategorie:
Mining & Metals
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