Traxion Sab De Cv Ord Shs GRPOF

Letter of Intent to Monetize GrowPros ...

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Tetra Bio-Pharma Announces the Signature of a Letter of Intent to Monetize GrowPros and its Late Stage ACMPR Application

 

 

OTTAWA, ONTARIO--(Marketwired - Dec. 21, 2017) - Tetra Bio-Pharma Inc. ("Tetra" or the "Company") (TSX VENTURE:TBP)(OTCQB:TBPMF), a global leader in cannabinoid-based drug development and discovery, is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with a private Canadian corporation (the "Purchaser") and has started a transaction to monetize GrowPros (GrowPros MMP Inc., Tetra's wholly-owned subsidiary) (the "Potential Transaction"), to allow Tetra to focus its activities on the drug development and its clinical trials of its pharmaceutical business. With this transaction, Tetra is expected to receive $350,000 and ensure another supply source of cannabis with pharmaceutical GMP quality for the pipeline of products under development.

It is expected that the Proposed Transaction would include the following main terms: 

• Acquisition by the Purchaser of all the issued and outstanding shares of GrowPros held by the Company;
• Tetra will receive $350,0000 for the Potential Acquisition composed of (i) a first installment of $175,000 which was paid at the time of the signing of the LOI, (ii) a second installment of $175,000 which will be paid following signing of the definitive agreement giving effect to the LOI (the "Definitive Agreement") and (iii) subject to stock exchange and securities regulatory approval and following the Purchaser' initial public offering, 15,000,000 common shares of the Purchaser which would represent approximately a 33% equity interest in the share capital of the Purchaser post-initial public offering. The intention is for Tetra to eventually distribute these shares as a dividend in kind to its shareholders on a pro-rated basis;
• Purchaser's responsibility to move GrowPros' late stage ACMPR application forward (submitted in November 2014) with Health Canada;
• Grant by Purchaser and GrowPros of a right of first refusal to the Company on future cannabis production by GrowPros, which will ensure a second source of cannabis to the Company with pharmaceutical GMP quality for the production of the pipeline of products under development;
• Undertaking by the Purchaser to build a 15,000 square feet production facility located on 145 acres of agricultural land in Venosta, Quebec. The property has been approved for up to 1.5M square feet of production space; the Purchaser will ensure that a dedicated part of that production facility will be in compliance with good manufacturing practices for pharmaceutical product; construction of the production facility is expected to begin in the first quarter of 2018.

"We are very happy to leverage this asset that is Grow Pros. By finding a reliable partner, Tetra expects not only to immediately increase its cash flow, but also to enable its shareholders to maintain an investment in the high growth cannabis industry. As importantly, Tetra is further focusing on its core expertise and strength: the development of prescription drugs through the highest levels of clinical trials. Finally, we expect this deal to allow us to secure our production of dried cannabis for our lead drug candidate for its expected approval and eventual commercialization, and provide us with another partner from which we can supply our active pharmaceutical ingredients (API) for our drug development programs." says Bernard Fortier, CEO of Tetra.

The Proposed Transaction contemplated by the LOI is subject to a number of significant condition precedents including but not limited to the entering into of the Definitive Agreement on terms satisfactory to both parties, the completion of the Purchaser's initial public offering and receipt of all requisite approval (including stock exchange and regulatory approvals).

The parties intend to enter into the Definitive Agreement and close the Proposed Transaction by the end of the first quarter of 2018.