VANCOUVER, British Columbia, Jan. 15, 2019 (GLOBE NEWSWIRE) -- ICC International Cannabis Corp. (CSE:WRLD.U) (8K51.F) (KNHBF) ("ICC" or “International Cannabis” or the “Company”) is pleased to announce that it has entered into a Letter of Intent (the “LOI”), pursuant to which the companies will complete a Definitive Purchase Agreement (the “Definitive Agreement”) on or before March 1, 2019, to acquire 49.9% of Wayland Group Corp.’s (CSE:WAYL)(75M.F)(MRRCF) (“Wayland”) international assets and licence portfolio, as further described below (the “Transaction”). Wayland’s international assets and licences will be held in a subsidiary (the “International Subsidiary”), owned by Wayland and International Cannabis. The International Subsidiary will include key management from Wayland.
Upon closing of the Transaction, International Cannabis will acquire a 49.9% interest in the following operations, partnerships, licences and asset exposure:
- German Cannabis import license, indoor medical cannabis cultivation license application, 820,000 ft2 facility with 50,000 sq. ft. certified packaging/distribution center (replacement cost of 110M Euro), annual production of over 2,400 kg of CBD isolate, 165 hectares of CBD cultivation operations, as well as a three-year agreement to supply medical Cannabis to 2,200 pharmacies.
The 820,000 ft2 Ebersbach Facility has a replacement cost of 110M Euro. Of the many applicants for German medical THC cultivation licenses, only two have a completed facility and of those that do, the largest is 14,000 sq. ft. or 1.7% the size of the Ebersbach Facility.
- Swiss cannabis cultivation operation, with 60,000 square foot cultivation facility, proprietary genetics portfolio available for export, THC distillate import capabilities and material revenues from Haxxon AG operations;
- Leading candidacy for one of seven medical cannabis licences to be issued by the Italian government, as well as an ownership interest in a joint venture to produce Cannabis products;
- Maltese license to manufacture finished-dose medical Cannabis;
- Colombian licences for THC/CBD production, extraction and export and pending access to a EU-GMP certified API facility for Cannabis distillate processing;
- Leading candidacy for UK-based medical Cannabis import license, Australia late stage medical Cannabis applicant;
- Leading candidacy for the first Argentinian Federal Medical Cannabis licence, approval expected in early 2019, existing supply agreements for CBD products; and
- Integration of Wayland’s European operations teams into the International Subsidiary.
Upon successful completion of the Transaction, International Cannabis and Wayland will jointly hold or have access to the following:
- Distribution or supply agreements with over 39,000 corporate and independent pharmacies;
- 30,000 kg EU-GMP medical Cannabis import agreement over a three year term with Wayland;
- 16 licences, spanning, 12 countries and four continents;
- 820,000 square feet of clean room cultivation space;
- 2,400 kg of CBD isolate produced in 2018;
Eugene Beukman, Chief Executive Officer and a Director of International Cannabis, stated: “This is a watershed acquisition for International Cannabis; adding cannabis operations in a variety of high profile jurisdictions, all while increasing exposure to high growth marketplaces including Germany and the Asia Pacific theatre. This acquisition will solidify ICC as a global Cannabis leader, with exposure to a broader range of countries than any competitor to date. ICC will have the most robust portfolio of international cannabis assets to date and is well on its way to accomplishing its mandate to be the largest vertically integrated Cannabis Company in the world. International Cannabis will work with Wayland to expedite a comprehensive integration of its experienced operations team into the International Subsidiary”.
Upon closing of the Transaction, International Cannabis will control 49.9% of a German medical Cannabis import license, as well as a three-year supply contract to provide 9,000 kg of dried Cannabis flower to an established German licensed importer and distributor of Cannabis to over 2,200 pharmacies.
International Cannabis will also acquire a 49.9% interest in the Ebersbach Facility, located in Dresden, Germany. The Ebersbach Facility is equipped with 820,000 square feet of clean room cultivation space. In addition, the Ebersbach Facility is poised to receive EU-GMP certifications for narcotics import and wholesale in Q1 2019. CBD isolate production from the Ebersbach Facility totalled 2,400 kg in 2018. The Ebersbach Facility has a replacement cost of 110M Euro.
The Company anticipates that it will be a leading applicant for a German indoor medical THC cultivation license and it will control a 500-hectare outdoor CBD cultivation operation. Of the many applicants for medical THC cultivation licenses, only two have a completed facility and of those that do, the largest is 14,000 square feet or 1.7% the size of the Ebersbach Facility.
In Q4 2018, the Wayland’s German CBD operations completed its inaugural harvest. Leveraging proprietary harvesting and drying systems, designed to optimize yield from industrial hemp, the harvest yielded 120,615 kg of dry hemp flowers for processing into resin.
International Cannabis will have direct exposure to contract production manufacturing of CBD products, including soft gel products and tinctures. In September 2018, the Company’s 49.9% owned subsidiary, Mariplant GmbH distributed its first batch of CBD capsules to pharmacies in Germany.
The German patient population for medical Cannabis is experiencing exponential growth, with over 79,000 patients now active, up from approximately 800 in 20171.
Pursuant to the Transaction, International Cannabis will acquire a 49.9% interest of Haxxon AG (“Haxxon”). Haxxon operates a 60,000 square foot production facility located just outside of Zurich. The Company plans to upgrade Haxxon’s existing facilities, with planned capital expenditures of approximately $4.2m to increase Haxxon’s production capacity significantly.
Through the Company’s partnership with Swiss based BBI, International Cannabis is on track to become the first commercial THC production license holder in Switzerland. BBI is a medical plant producer based in Thurgau Switzerland, which previously held two Swiss THC research licenses. This license will permit International Cannabis, BBI and Wayland to produce Medical cannabis for the Swiss marketplace, under the Swiss Medic regulatory framework.
Forthwith, through its partnership with BBI, International Cannabis has access to a catalogue of proprietary genetics, specifically developed for outdoor cultivation on South America sites. In addition, International Cannabis now has access to the framework for the only successful import of THC distillate from Canada to Switzerland to date.
Switzerland has robust healthcare expenditures of upwards of 50b Euro per year, as well as annual Cannabis and hemp product sales of over 85m Euro.
International Cannabis will acquire a 25.45% interest in Theros Pharma Ltd. (“Theros”). Theros is an early-stage company that has successfully imported Cannabis to the UK for patients with a prescription for medical Cannabis.
International Cannabis’ interest in Theros affords the Company access to the growing UK market for sale and distribution of its products. Recent UK legislation allows for the prescription of Cannabis from a medical specialist via a regular pharmacy model. The UK had healthcare expenditures of over 220b Euro in 20171.
Access to this burgeoning market, with National Health Service insurance coverage for medical Cannabis to ensure patient outcomes, is a key strategic element of International Cannabis vertically integrated distribution mandate. International Cannabis plans to leverage its interest in Theros to augment its existing European distribution network of over 36,000 pharmacies.
International Cannabis will be a leading candidate for one of seven medical Cannabis licences to be issued by the Italian government. The Company will acquire an interest in a strategic joint venture between Wayland and CBD Italian Factory SS, a Group San Martino company. Group San Martino is large-scale agricultural company in the Piedmont region of Italy, who boasts considerable regional relationships and existing infrastructure, including a biogas electricity plant.
The joint venture partners will collaborate to produce high-quality Cannabis products in Italy. The joint venture will combine revolutionary technology by Rockwell Automation, paired with existing infrastructure in Piedmont, Italy, including agricultural expertise and biogas electricity. This will allow the sustainable production of quality CBD and THC products from a naturally derived fuel source.
A flagship component of the joint venture will be its relationship with the University of Eastern Piedmont; the University will develop a research centre for the betterment of Cannabis products for humans and animals. Its initial research will focus on producing high CBD content for medical purposes, which will lead to further studies into high THC content and medical applications.
As a result of the Transaction, International Cannabis will acquire control of a license to manufacture finished-dose medical Cannabis in Malta. The Maltese license will be awarded by the Medicines Agency, and the LOI for a license was granted from Malta Enterprise, the country's official economic development agency.
The Maltese license will permit the Company to supply its Maltese operation with raw materials that will then undergo advanced post processing to create pure Cannabis distillates, allowing for true pharmaceutical manufacturing. Commercial production of distillates is integral for the Company, as it advances the timeline for delivery of its full suite of products to European markets where such products are legal.
International Cannabis will receive an initial allocation of 2,750 square metres of industrial space for its Maltese medical Cannabis manufacturing operations.
International Cannabis will acquire a 49.9% interest in Gardina Pharmaceutical SAS, formerly Colmed (“Gardina”), a licenced producer of THC cannabis in Colombia. Gardina holds claim to four licences for cultivation and processing on a 125-hectare leased land package in Ibague, Colombia.
In Colombia, International Cannabis and Wayland will engage in year-round, outdoor THC Cannabis cultivation, pending completion of certain infrastructure investments. In addition to its existing Colombian operations, International Cannabis is planning to construct 415,000 square feet of processing, clone and vegetation greenhouse facilities to support outdoor Cannabis flower production. It is expected that a minimum of two full harvests will be achieved per year, operating in an ideal climate.
As part of the Transaction, International Cannabis will acquire 49.9% of 819 hectares of developed agricultural land in Argentina. The Company will be a leading candidate for the first Federal Medical Cannabis licence in Argentina, with approval expected in 2019.
International Cannabis’ Argentinian interests include existing supply agreements for CBD products.
International Cannabis will gain increased exposure to the Asia Pacific theatre through the acquisition of a 24.45% interest in Tropicann Pty. Ltd. (“Tropicann”), a newly formed, privately owned Australian company located in Darwin, Northern Territory. Tropicann is an Australian late stage medical Cannabis applicant, with sponsorship support from the Government of Australia’s Northern Territory.
International Cannabis plans to partner with industry leaders in Australia's expanding Cannabis industry. With the acquisition of an interest in Tropicann, the Company will reinforce its position in the burgeoning Asia-Pacific marketplace.
Wayland has cultivated a highly experienced European operations team, which boasts upstream, downstream, logistics, construction and distribution capabilities.
As a result of the proposed Transaction, International Cannabis will gain access to Wayland’s advisory board members. International Cannabis will confer with Wayland’s advisory board to develop optimized production and distribution strategies, branding campaigns, as well as the continued penetration of new Cannabis and CBD markets and verticals.
The jointly owned International Subsidiary will include key management from Wayland.
Under the terms of the Agreement, International Cannabis will acquire 49.9% of Wayland’s international portfolio of assets and Wayland will receive 300,000,000 shares of International Cannabis that trade under the symbol WRLD.U on the Canadian Securities Exchange, at a deemed price of USD $0.43 per share (the “Issue Price”). Based on the Issue Price, once complete this Transaction will value Wayland’s international business at approximately USD$258,000,000. The transaction is expected to close on or around March 1, 2019 and is subject to a number of conditions including certain regulatory, stock exchange and securityholder approvals and other conditions, completion of satisfactory due diligence by International Cannabis and Wayland, Wayland and International Cannabis each receiving fairness opinions, the completion of a reorganization of Wayland’s international assets and the finalizing of a Purchase Agreement. The transaction is subject to a finder’s fee.
ICC International Cannabis, through its subsidiaries, has operating assets and is developing a world-class platform for cultivation, extraction, formulation and distribution across the globe in the United Kingdom, Denmark, Poland, Switzerland, Germany, Macedonia, Bulgaria, Greece, Italy, Portugal, Malta, Colombia, Argentina, Australia, South Africa and Lesotho.
ON BEHALF OF THE ICC INTERNATIONAL CANNABIS CORP. BOARD OF DIRECTORS
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Notice Regarding Forward Looking Information:
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or information that certain events or conditions "may" or "will" occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: political changes in Canada and internationally, future legislative and regulatory developments involving cannabis in Canada and internationally, the Company’s ability to secure distribution channels in international jurisdictions, competition and other risks affecting the Company in particular and the cannabis industry generally.
The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward- looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.