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Sproutly Canada Inc C.SPR

Alternate Symbol(s):  SRUTF

Sproutly Canada, Inc. is a Canada-based company that is a supplier of all-natural water-soluble and oil ingredients for cannabis products for the beverage and consumables market. The Company’s Health Canada Licensed Facility located in the greater Toronto area operates the application (APP) Technology and produces naturally water-soluble cannabis solution (Infuz2O) and cannabis plant oils infused into bio-natural oil (BNO), each delivering the whole plant spectrum of natural bioactive molecules. Infuz2O is a natural water-soluble cannabis solution that can be stably formulated into traditional beverages without the use of artificial chemicals and/or physical means to keep the cannabinoids blended in the water base. It has the licensee of Infusion Biosciences’ APP Technology in Canada, Europe, United Kingdom, Jamaica, Israel, and Australia. BNO is a cannabinoid oils that retain strain-specific attributes, such as euphoria in gorilla glue strains, and relaxation in blueberry strains.


CSE:SPR - Post by User

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Comment by munchtradeon Apr 24, 2020 2:00pm
94 Views
Post# 30950535

RE:RE:RE:RE:US Option

RE:RE:RE:RE:US OptionTomb check Sedar documents from fall/winter 2018. All the Share Purchase docs are there for IBSC and SSM. All kinds of great reading material there showing how Sen completely controls (or has significant control over) everything to do with SPR.

I have local copies of these docs. Below is a cut and paste:

2.05 Option to Purchase 
(a) Subject to the terms and conditions hereof and subject to Closing, Shareholder gives and grants to the Purchaser the option to subscribe for shares in the Shareholder's subsidiary to be incorporated in the United States (the "US Subsidiary") equaling up to  per cent of the then issued and outstanding shares of the US Subsidiary (the "US Shares") (the "Option"); 
 
(b) The Shareholder shall grant to the US Subsidiary a technology license and use agreement having substantially the same terms as the Infusion Canada Assets. The Territory of such technology license and use agreement (as such term is defined in the Infusion Canada Assets) shall mean the United States of America; 
 
(c) The US Shares shall be issued to the Purchaser from treasury and the purchase price for the US Shares shall be equal to the fair market value of the US Shares at the time the Option is exercised by the Purchaser; 
 
(d) The Option shall be exercised by notice in writing given by the Purchaser to the Shareholder pursuant to the notice provisions herein. Upon receipt by the Shareholder of the Purchaser's written notice of its intent to exercise the Option, the Purchaser and US Subsidiary shall enter into a definitive agreement to transact the purchase of the US Shares upon the herein terms; 
 
(e) The Option shall wholly terminate upon the earlier of: (i) the date which is twenty four (24) months from the Closing Date hereof; (ii) the date on which the US Subsidiary enters into a going public transaction or series of transactions resulting in its shares being traded on any stock exchange; and (iii) the date on which the Shareholder or US Subsidiary enters into a letter of intent for the sale of all or a portion of the shares of the US Subsidiary. In the event that the Purchaser has not exercised the Option prior to the earlier of such dates, the Option shall be null and void and of no force and effect; 
 
(f) The Option shall not be assignable by the Purchaser unless expressly agreed to in writing by the Shareholder; and 
 
(g) Until such time as the Purchaser has exercised the Option and duly purchased and paid for the US Shares, the Purchaser shall have no rights whatsoever as a shareholder in respect of any of the US Shares (including any right to receive dividends or other distributions therefrom or thereon). 
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