Cannabis U.S. Companies

[JohnCM]

Scythian Biosciences to Acquire Company with Exclusive Medical Cannabis License in Florida

07/30/2018

Company to Acquire Established Cultivator in State Where Medical Cannabis Sales Estimated to Hit $2.5 Billion

Also to own Florida-Based Multi-Specialty Medical Organization which Currently Employs Over 30 Full-Time or Managed Physicians and Services over 50,000 Patients with Rapidly Expanding Footprint

TORONTO, July 30, 2018 (GLOBE NEWSWIRE) -- Scythian Biosciences Corp. (to be renamed Sol Global Investments Corp.) (the "Company" or “Scythian”) (TSXV:SCYB) (Frankfurt:9SB) (OTC – Nasdaq Intl:SCCYF) today announced it has signed an arm’s length letter of intent effective July 26, 2018 to acquire CannCure Investments Inc. (“CannCure”). CannCure is an Ontario corporation in the process of acquiring an interest in a complementary Florida-based, multi-specialty primary care/ health and wellness medical organization (“Healthcare Organization”) and 3 Boys Farms, LLC. (“3 Boys Farms”), an established Florida agricultural company with innovative, state-of-the-art facilities and a license to operate as a Medical Marijuana Treatment Center in Florida under Florida Statutes 381.986.

The closing of the Company’s acquisition of CannCure (the “Acquisition”) will be subject to the receipt of all required governmental approvals, including any approvals mandated by the Florida Department of Health and/or the Office of Medical Marijuana Use and the completion of CannCure’s acquisitions of the Healthcare Organization and 3 Boys Farms. Closing of the Acquisition is expected to occur on or about October 15, 2018.

3 Boys Farms is a Florida limited liability company incorporated in May 1981. With authorization to cultivate, process and dispense medical cannabis in accordance with Florida law, 3 Boys Farms’ operation consists of 40,000 square feet of fully-operational greenhouses located on an eight-acre parcel of land.

The existing facilities include a two-acre odor mitigation space that is run 100% with harvested rainwater, solar pumps and repurposed high-volume chilled air from the cultivation greenhouses – a true zero-carbon-footprint. 3 Boys Farms innovations, including alternative energy use, greenhouse cooling designs and rainwater harvesting, were recognized and honoured by the Governor’s Environmental Leadership Award.

3 Boys Farms has a strong leadership team in place to complement Scythian’s U.S. operations team. The 3 Boys Farms’ team is anchored by founder Robert Tornello, a renowned U.S.D.A-certified organic fruit and vegetable grower who is also well-established in the medical cannabis marketplace; Chief Scientific Officer Dr. Greg Gerdeman, PhD, who is an expert in cannabinoid research and a frequent keynote speaker at conferences on the subject of medical cannabis; and Medical Director Dr. Juan Sanchez-Ramos, MD, PHD, a nationally-recognized neurologist and professor at the University of South Florida, among others.

3 Boys Farms has already secured and/or is finalizing leases for locations in prime retail and medical corridors in Fort Lauderdale, West Palm Beach, North Miami Beach, Dania/Hollywood, Fort Myers, Port St. Lucie, Stuart and St. Petersburg, with additional locations slated for Orlando, Tampa and Jacksonville.

3 Boys Farms will roll out a ground-breaking dispensary concept that provides a unique and patient-centric experience, overall health and wellness products and lifestyle options, including approved medical cannabis options and innovative educational tools that will highlight the ever-increasing benefits and uses for medical cannabis. Dispensary openings and/or operations will be subject to the receipt of all required approvals from the Florida Department of Health, Office of Medical Marijuana Use.

"With the exploding patient population and an estimated $2.5 billion in total annual market revenue in 2025, Florida is emerging as one of the largest and fastest growing medical cannabis markets in the US with one of the highest patients/license ratios in America," said Scythian’s CEO, Rob Reid. “Our strategic acquisition will position us for more rapid expansion using 3 Boys Farms’ dispensary sites and fully-operational, award-winning, sustainable cultivation facilities.”

Florida has seen strong growth in its patient base since January, 2018, with an estimated 52% increase in registered patients during that time period. With a total population of over 21 million (including the largest population over the age of 65 in North America), Florida is poised to be one of the most dynamic medical cannabis marketplaces in the United States. Additionally, Florida is considering legalizing recreational use of cannabis, a move that would result in estimated 2025 annual revenues of $5.5 billion.

The Healthcare Organization is a professional association existing under the laws of the State of Florida and founded in June 1991. The Healthcare Organization is a leader in Florida that is revolutionizing the way medical care is being delivered. From diagnostic testing to nutritional guidance, the Healthcare Organization is not just a healthcare provider - it is an all-in-one health service provider prepared to cover all of its patients' medical needs with six state-wide clinics in Florida.

As part of the Acquisition, the Healthcare Organization intends to roll out 12 additional centers state-wide over the next 24 months, including the acquisition of primary care practices/groups, which will substantially increase the group’s patient base state-wide.

The Healthcare Organization’s team of over 30 full-time distinguished physicians with multiple practice specialties provides an exceptional level of customer service through a robust and synergistic wellness platform providing primary care and specialty medical services for all age groups, and its MSO division is a robust health care service provider contracting with both providers and insurance companies.

Rob Reid continued: “While the Healthcare Organization and 3 Boys Farms will operate separately within the Company, we are thrilled to have the opportunity to increase patient awareness of alternative treatment options that align with practice’s overall focus on each patient’s long term health and wellness.”

The table below provides select unaudited financial information prepared by management of each of 3 Boys Farms and the Healthcare Organization as at and for the year ended December 31, 2017:

3 Boys Farms Healthcare
Organization (1)
Assets 1,951,621 7,435,105
Liabilities 3,870,173 5,208,545
Revenue - 19,703,381
EBITDA (1,764,225) 3,954,858
Note:

(1) The Healthcare Organization is comprised of multiple, affiliated entities and therefore the financial information of the Healthcare Organization has been prepared on a combined basis in accordance with US GAAP.

As a condition to the closing of the Acquisition, 3 Boys Farms and the Healthcare Organization must each deliver, to the satisfaction of the Company, audited financial statements for their most recently ended financial years prepared in accordance with IFRS.

Transaction Details

Scythian has signed an arm’s length binding letter of intent (“LOI”) to acquire all of the issued and outstanding common shares of CannCure pursuant to the terms of a definitive agreement to be negotiated between the parties. The Acquisition is subject to, among other things, the completion of CannCure’s acquisitions of the Healthcare Organization and 3 Boys Farms as described below.

Scythian will initially purchase 70% of CannCure and have an option to acquire the remaining 30%, all at the same valuation. The first 70% will be acquired in exchange for $93,300,000 in equity and $43,200,000 in cash to be invested into CannCure by way of debt or equity. The equity shall be paid in common shares of Scythian, issued to the shareholders of CannCure, at a price, which is the greater of $4.00 or the 20 day volume weighted average price at closing.

The maximum number of shares to be issued as a result of the acquisition of a 70% interest in CannCure is 23,325,000 common shares of Scythian. Scythian will also hold an option for 15 months from the date of closing to acquire the remaining 30% of CannCure. The option for the remaining 30% of CannCure (or $58,500,000) shall be payable in cash or shares, at the discretion of Scythian.

The completion of the Acquisition is subject to the Company obtaining a fairness opinion from an independent dealer indicating that the consideration the Company has agreed to pay for CannCure is, from a financial point of view, fair to the shareholders of Scythian. The Acquisition is also subject to the satisfactory completion of due diligence, at the sole discretion of Scythian. Closing of the Acquisition is expected to occur on or about October 15, 2018.

Pursuant to the terms of sale between CannCure and the vendors of 3 Boys Farms, CannCure will purchase an initial 60% of the issued and outstanding shares of 3 Boys Farms on or before August 31, 2018 and hold an option to acquire the balance of the issued and outstanding shares on or before December 31, 2018.

The acquisition of 3 Boys Farms is subject to a number of closing conditions including the receipt of all necessary governmental approvals in the State of Florida, including approvals mandated by the Florida Department of Health and/or the Office of Medical Marijuana Use, 3 Boys Farms being free and clear of any debts and liabilities on the closing date and 3 Boys Farms having settled any and all outstanding claims and actions against it prior to closing.

Pursuant to the terms of sale between CannCure and the Healthcare Organization, CannCure will purchase 60% of the issued and outstanding shares of the Healthcare Organization prior to the closing of the Acquisition. CannCure’s acquisition of the Healthcare Organization is subject to a number of closing conditions including the receipt of required governmental approvals in the State of Florida, the waiver of any rights of first refusal held by stakeholders in the Healthcare Organization, key executives and principals of the Healthcare Organization having entered into non-competition agreements and/or new employment agreements in favour of CannCure, the execution and delivery of a new operating agreement between the principals of the Healthcare Organization and CannCure and the execution and delivery of a put option agreement with each vendor requiring CannCure to purchase the remaining 40% of the Healthcare Organization based on a to-be-determined EBITDA earnout.

The operating agreement will also state that CannCure will be solely obligated to fund 100% of all capital expenditures of the Health Organization and its growth subsequent to the closing date and up to and through a mutually agreed upon date and/or revenue/cost based target that will be included in the definitive agreement.

The Company had previously announced on June 17, 2018 the entering into of a definitive share purchase agreement with Aphria Inc. to sell certain business interests and assets in Argentina, Colombia and Jamaica, each of which the Company is currently in the process of acquiring in accordance with previously-announced binding agreements, to Aphria (the “Aphria Transaction”). Closing of the Aphria Transaction is expected to occur on or about September 30, 2018. The closing of the Acquisition will not occur until after the closing of the Aphria Transaction. The Company intends to use the proceeds from the Aphria Transaction to pay the cash component of the Acquisition.