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Sproutly Closes Acquisition of Infusion Biosciences Canada in Reverse Takeover
Thursday 12 July 2018

12 July 2018 - Canada-based cannabis company Sproutly Inc. has closed the acquisition of the APP technology of Canadian biotech company Infusion Biosciences Canada Inc. and APP Technology commercialisation company SSM Partners Inc., the company said.

In May, Sproutly entered into a binding definitive agreement with Stone Ridge Exploration Corp. whereby Stone Ridge was to acquire a 100% interest in Sproutly, which will constitute a reverse takeover of Stone Ridge by the shareholders of Sproutly.

Under the deal, Infusion Biosciences Canada Inc. shareholders will receive consideration of 36.9m common shares of the resulting issuer and CDN 5m of cash for its infusion Biosciences Canada common shares and the ability to earn an additional 14.7m common shares of the Resulting Issuer, subject to certain earn out provisions.

Also, SSM Partners Inc. shareholders will receive consideration of CDN 25,000 for its SSM Partners Inc. common shares.

Sproutly said the acquisition of infusion Biosciences will allow Sproutly to position itself as a leading cannabis beverage company with a competitive advantage due to Infusion Biosciences' APP technology. Sproutly will intend to be a provider of the world's first naturally water soluble cannabis beverages that parallel the onset and offset times of alcohol.

Infusion Biosciences Canada is a biotech company focussed on discovering and commercialising innovative, science-based cannabis technologies.

The research team at Infusion Biosciences have made a significant scientific discovery in the plant science of cannabis by identifying and recovering water soluble forms of lipids, including cannabinoids and terpenes, which naturally exist in the cannabis plant.

SSM Partners is a management consulting company engaged in research, commercialisation and formulation of technologies for the cannabis industry.

SSM Partners has been tasked by Infusion Biosciences Canada with certain research and management activities related to APP Technology.

Sproutly Inc. is an emerging Canadian cannabis company that strives to meet the evolving needs of cannabis consumers across Canada.

Through its wholly owned subsidiary (Toronto Herbal Remedies Inc.) Sproutly is a final-stage applicant for licensing by Health Canada to produce cannabis under the ACMPR.

It currently owns and operates a 16,600 sq. ft. production facility located centrally in the GTA with an oversized level nine vault with capacity of up to CDN 32m enabling the opportunity to act as a strategic distribution hub for the Greater Toronto Area enabling same-day deliveries.

Novus Merchant Partners Inc. is acting as the exclusive financial advisor to Infusion Biosciences.
Details
Date Published: 12/07/2018
Target: APP technology
Country: Canada
Deal Size: 3.86m (USD)
Sector: Biotechnology
Type: Corporate acquisition
Financing: Cash and Stock
Status: Closed
Vendor: Biosciences Canada, SSM Partners
Buyer: Sproutly Inc
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