Scythian Biosciences Corp. (OTCQB: SCCYF) (TSX-V: SCYB) is pleased to announce that the Company has entered into a business combination agreement (the "Agreement") with MMJ International Investments Inc. (“MMJ” or “MMJ International”), owner of Argentina-based ABP S.A. (“ABP”), a pharmaceutical import and distribution company with a license to import, sell and distribute medical products and derivatives in Argentina. ABP also holds a license to import CBD oil into Argentina (the “License”). Under the terms of the Agreement, Scythian will acquire all of the issued and outstanding common shares of MMJ by way of a three-cornered amalgamation (the “Transaction”) whereby MMJ will amalgamate with a wholly-owned subsidiary of the Company. In consideration, Scythian will issue an aggregate of 6,176,320 common shares of the Company to the shareholders of MMJ. The Agreement supersedes the non-binding letter of intent between Scythian and MMJ previously announced on March 12, 2018, which was extended on March 29, 2018, and extended again on May 1, 2018.
The Transaction is subject to a number of conditions, including approval of the shareholders of MMJ and approval from the TSX Venture Exchange (“TSXV”). The Transaction will not constitute a “Reverse-Takeover” of Scythian under the policies of the TSXV.
“With this Agreement, Scythian now has access to Argentina’s network of hospitals, doctors, retail pharmacies, private health providers and public health system,” said Rob Reid, CEO of Scythian. “We are thrilled to have accomplished this significant step forward in the Company’s expansion efforts and are eager to work with MMJ to develop quality medical cannabis backed by Argentina’s top health researchers and institutions.”
ABP has had a strong platform from its distribution and retail business to build on, having had revenues in excess of USD$10,000,000 per year since 2014, with over USD$11,000,000 in 2017. Scythian, working with ABP, will focus on continuing to build out ABP’s distribution and retail sales network, while strategically leveraging the License for expansion purposes.
On April 9, 2018, Scythian announced that ABP had received its license to import CBD oil for research and development purposes. Shortly after this, ABP issued its first purchase order of CBD oil from Aphria Inc. (“Aphria”) to be imported into Argentina for use in pioneering clinical studies conducted by Argentina’s top neurologists and pediatric specialists at the Dr. Juan P. Garrahan Pediatric Hospital. The study, which will be conducted over 2.5 years, is investigating the use of cannabis in treating refractory epilepsy in children and will determine the product’s pharmacokinetics for the optimization of dosage in future treatments. Additionally, with the support of Scythian and ABP, a training program will be conducted during and after the study to train and educate a network of specialized doctors across multiple provinces in Argentina using Aphria’s pharmaceutical grade medical cannabis.
“Now that a binding agreement to acquire MMJ International has been finalized, we can focus our efforts on the research and development of pharmaceutical grade medical cannabis in South America,” said CEO Rob Reid. “We are eager to begin making a positive global impact on the lives of countless patients in need.”
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