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Herzeliya, Israel and Calgary, Alberta--(Newsfile Corp. - April 28, 2020) - InnoCan Pharma Corporation (CSE: INNO) (FSE: IP4) ("InnoCan" or the "Company") announced that its major shareholder Tamar Technologies Ltd (formerly Solsken Ltd) ("Tamar"), has notified InnoCan of its intention to exercise its rights to license InnoCan's formulations and know-how for existing CBD products and new CBD formulations pursuant to the Cooperation Agreement between Tamar and InnoCan's wholly-owned subsidiary, InnoCan Pharma Ltd. dated April 15, 2019 (the "Cooperation Agreement"). The products will be developed by InnoCan in accordance with Tamar's guidelines, in order to manufacture and market a new line of CBD products under Tamar's brand.
Tamar will be responsible for all regulatory approvals, branding, sales and distribution. The development and manufacturing will be carried out pursuant to the Cooperation Agreement as well as a statement of work entered by the parties on April 26, 2010.
InnoCan will be entitled to upfront payments for the development of new product formulations and significant royalties based on sales, based on the parameters set out in the Cooperation Agreement and the SOW which sets forth the pricing for the development based on reasonable development costs and agreed to by the parties in good faith. The Cooperation Agreement can be found on InnoCan's profile at www.sedar.com.
Ralph Bossino, Founder and CEO of Tamar, stated: "We believe that consumers are placing their trust in companies that do not compromise on safety and quality. We are therefore excited to partner with InnoCan to launch Tamar's CBD brand and seek to set the standard for quality and safety around the globe. The vision behind Tamar's brand is to harness the power of CBD and to deliver effective, science backed products, utilizing natural and clean ingredients, that complement the lives and routines of consumers while setting a standard of reliability, quality, trust and transparency in the CBD market. The whole Tamar Team is keen to start and make our brand to be worldwide well-known success story.
The decision to proceed with the exercise of Tamar's rights under the Cooperation Agreement is one that has been taken following extensive consideration and comparable provider due diligence, in order to ensure we deliver on our vision. It comes down to the belief and confidence that Tamar has in InnoCan's ability to produce exceptional products and formulations backed by science which, coupled with our unique CBD, will set Tamar's products apart from our competitors. Having such a close working relationship with the InnoCan team has afforded us great insight into their capabilities, ultimately driving our decision to proceed in joint collaboration with each other."
The implementation of what is a major part of the Cooperation Agreement strengthens the connection between Innocan and Tamar, its largest investor, highlighting Tamar's confidence in InnoCan's R&D capabilities, the execution abilities of management and the continuing development of the future relationship between the parties.
Iris Bincovich, InnoCan's CEO, stated: "Tamar is the largest investor in InnoCan. The deep involvement of Tamar in InnoCan's activities, the close relationship between us and the advancements made by InnoCan since Tamar's initial investment have given Tamar the confidence to exercise a material portion of the Agreement, leading to this collaboration. This is a great sign of acknowledgment on the part of Tamar in our abilities to deliver formulations and products to the high standards expected by Tamar. The potential of the products developed is great and the collaboration will open a new potential revenue stream which, in parallel to InnoCan's own activity, will provide additional strength and diversification to InnoCan.
The global Cannabidiol (CBD) market is valued at 553.7 million US$ in 2020 is expected to reach 4,268.3 million US$ by the end of 2026, growing at a CAGR of 33.5% during 2021-2026.*
Tamar owns or exercises control or direction over 30,496,817 common shares of InnoCan representing 21.2% of the issued and outstanding common shares of InnoCan. In addition, Ralph Bossino, the founder and CEO of Tamar, is a director of InnoCan.
Although the Cooperation Agreement was entered into prior to the Company becoming a reporting issuer, the exercise by Tamar of its rights under the Cooperation Agreement and the entering into of the SOW constitutes a "related party transaction" as defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the "related party transaction". The Company is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the transaction does not exceed 25% of the market capitalization of the Company as determined in accordance with MI 61-101.
The Company also announces that it has entered into an investor relations consulting agreement (the "Consulting Agreement") with Green Times Consulting Ltd. ("Green Times") pursuant to which Green Times would render certain investor relations consulting services to the Company for at two (2) month term. The Company has agreed to issue 1,437,661 common shares to Green Times at a price of $0.1725 per share as partial consideration for entering into the Consulting Agreement and the services rendered thereunder.
About InnoCan Pharma Corporation
The Company, through its wholly-owned subsidiary, Innocan Pharma Ltd. ("Innocan Pharma Israel"), is a pharmaceutical tech company that focuses on the development of several drug delivery platforms combining cannabidiol ("CBD"). InnoCan and Ramot at Tel Aviv University are collaborating on a new, revolutionary exosome-based technology that targets both central nervous system (CNS) indications and the Covid-19 Corona Virus. CBD-Loaded Exosomes hold the potential to provide a highly synergistic effect of anti-inflammatory properties and help in the recovery of infected lung cells. This product, which is expected to be administrated by inhalation, will be tested against a variety of lung infections.
The Company signed on a worldwide exclusive license agreement with Yissum, the commercial arm of the Hebrew University of Jerusalem to develop CBD drug delivery platform based on a unique-controlled release Liposome to be administrated by Injection. The company plans, together with Prof. Berenholtz, Head of the Laboratory of Membrane and Liposome Research of the Hebrew University to test the Liposome platform on several potential indications. The company is also working on a dermal product integrating CBD with other pharmaceutical ingredients as well as the development and sale of CBD-integrated pharmaceuticals, including, but not limited to, topical treatments for relief of psoriasis symptoms as well as the treatment of muscle pain and rheumatic pain. The founders and officers of InnoCan have commercially successful track records in the pharmaceutical and technology sectors in Israel and globally.
About Tamar Technologies Ltd
Tamar was established in 2018 to identify and invest in specialty biopharmaceutical advancements utilizing phytochemicals, with a scientific and evidential basis, to benefit consumers worldwide, focusing on strategic investments in leading companies in Israel, UK, and Canada.
For further information, please contact:
For InnoCan Pharma Corporation:
Iris Bincovich, CEO
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Caution regarding forward-looking information
Certain information set forth in this news release, including, without limitation, information regarding the markets, requisite regulatory approvals and the anticipated timing for market entry, is forward-looking information within the meaning of applicable securities laws. By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond InnoCan's control. The forward-looking information contained in this news release is based on certain key expectations and assumptions made by InnoCan, including expectations and assumptions concerning the anticipated benefits of the product markets, satisfaction of regulatory requirements in various jurisdictions and satisfactory completion of requisite production and distribution arrangements. Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include but are not limited to: general global and local (national) economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; and relationships with suppliers, manufacturers, customers, business partners and competitors. There are also risks that are inherent in the nature of product distribution, including failure to obtain any required regulatory and other approvals (or to do so in a timely manner) and availability in each market of product inputs and finished products. The anticipated timeline for entry to markets may change for a number of reasons, including the inability to secure necessary regulatory requirements, or the need for additional time to conclude and/or satisfy the manufacturing and distribution arrangements. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of launch of product distribution. A comprehensive discussion of other risks that impact InnoCan can also be found in InnoCan's public reports and filings which are available under InnoCan's profile at www.sedar.com.
Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. InnoCan Pharma does not undertake to update, correct or revise any forward looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.
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