Phyto Extractions Inc. (formerly Adastra Labs Holdings Ltd.) (CSE: XTRX) (FRA: D2EP) (“Phyto” or the “Company”) is pleased to announce, following its August 11, 2021 press release, that it acquired indirectly through its wholly-owned subsidiary Adastra Labs Inc. (“Adastra”) all issued and outstanding shares in the capital of 1,225,140 BC. Ltd., which does business as PerceiveMD (“PerceiveMD”), from the shareholders (the “Sellers”) of PerceiveMD under the terms of a share purchase agreement dated August 10, 2021 (the “Share Purchase Agreement”).
In return for the acquisition of PerceiveMD, the company paid the sellers a proportionate total purchase price of $ 2,300,000 (the “Purchase Price”) consisting of: (i) $ 10,000 from Adastra as a non-refundable deposit upon execution of the share purchase agreement; and (ii) $ 2,290,000 through the issue by Phyto of 2,513,720 unrestricted common shares on behalf of Adastra in the capital of Phyto.
“The acquisition of PerceiveMD opens the door for Phyto and Adastra to break new ground as a provider of cannabis and psychedelic therapies to Canadians and people around the world. We believe the use of these drugs has the potential to revolutionize healthcare. Leveraging Adastra’s high-capacity, world-class laboratory and PerceiveMD’s lean digital patient care platform will establish Phyto as a leader in this exciting area of drug development and patient care, “said Director, Corporate Secretary and COO, Donald Dinsmore .
The Company’s acquisition of PerceiveMD constitutes a “Related Party Transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Securities Holders in Special Transactions (“MI 61-101”) Michael Forbes , Chief Executive Officer and Director of Phyto, is also a director and majority shareholder of PerceiveMD. Payment of the purchase price by issuing shares in the company Michael Forbes shall be deemed to be a “related party transaction” for the purposes of MI 61-101, but such an issue is exempt from the valuation requirement of MI 61-101 due to the exemption in Section 5.5 (b) as the Company’s shares are unlisted a specified market and from the approval requirements of the minority shareholders of MI 61-101 due to the exemption contained in Section 5.7 (a) of MI 61-101 to the effect that the fair market value of the consideration of the company’s issued shares Michael Forbes 25% of the company’s market capitalization not exceeded.
About Phyto Extractions Inc.
Phyto was founded in 2014 and has built a successful reputation as the house name for cannabis concentrates with consumers and retailers alike. Established in 2018, Adastra Labs Inc. is an award-winning agricultural-scale cannabis extraction, distillation and product manufacturer based in Langley, BC . Starting from its 13,500 square foot standard processing facility licensed by Health Canada, now called Phyto Extractions Inc., the company manufactures and markets cannabis-derived products designed for medicinal cannabis and advanced therapeutic uses.
As a leading supplier, Phyto currently distributes its line of products to over 1,400 adult retailers and a web-based medical platform, CannMart Inc., across the country to provide patients with consistent, high quality concentrate products and alternative treatment options.
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ON BEHALF OF THE MANAGEMENT BOARD
Phyto Extractions INC. (CSE: XTRX)
This press release contains forward-looking information within the meaning of Canadian securities laws relating to the company’s business. Forward-looking information is based on certain key expectations and assumptions made by the company’s management. While the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should be placed on forward-looking information as the company cannot assure that it will prove to be accurate. Forward-looking information in this press release includes statements regarding Phyto and Adastra’s ability to break new ground as providers of cannabis and psychedelic therapies through the acquisition of PerceiveMD; the ability of drugs to revolutionize healthcare; and Phyto’s ability to establish itself as a leader in drug development and patient care. There are numerous risks and uncertainties that could cause actual results and the company’s plans and objectives to differ materially from those in the forward-looking information. Important factors that could cause actual results to differ materially from those contained in the forward-looking information include adverse market conditions and other factors beyond the control of the company. This and all subsequent written and oral forward-looking information are based on the estimates and opinions of management at the time of their publication and are expressly restricted in their entirety by this release. Unless required by law, the company does not intend to update these forward-looking statements.
The Canadian Securities Exchange has not reviewed or approved the contents of this press release.
SOURCE Phyto Extractions Inc.
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