Heritage Cannabis Holdings Corp (fka HERTF)

[Alwaysbmikki]

Heritage Cannabis to Acquire Colorado-based Opticann Inc.
Founded by former MedReleaf executives, Opticann provides strategic access to the rapidly
growing multi-billion dollar U.S. CBD market.
Toronto, ON, August 5, 2020 – Heritage Cannabis Holdings Corp. (CSE: CANN) (OTCQX:
HERTF) (“Heritage” or the “Company”), today announced that it has entered into an
agreement (the “Agreement”) to acquire all of the issued and outstanding equity of Opticann
Inc., (“Opticann”), a Colorado based oral and topical cannabinoid company with the rights
to exclusively sell CBD and CBG products made with the patented VESIsorb® drug delivery
system for optimized absorption and stability.
Under the terms of the Agreement, Opticann will receive initial consideration of up to CDN$5.0
million of common shares and warrants of Heritage. The Agreement additionally includes a
series of possible earn-outs with a potential value of up to CDN$30.0 million contingent upon
achieving significant financial and enterprise milestones over the next five years. Opticann
was founded by several former executives of MedReleaf Corp. (“MedReleaf”), a Canadian
medical cannabis company that was acquired by Aurora Cannabis Inc. for $3.2 billion in 2018.
Opticann has a supply and distribution agreement with Geocann LLC (“Geocann”), a global
cannabis organization with the exclusive worldwide rights to the patented VESIsorb® delivery
technology for cannabinoids, terpenes, and flavonoid formulations. The agreement between
Opticann and Geocann provides Opticann exclusive distribution rights to brand and market a
select portfolio of VESIsorb® formulated oral and topical CBD and CBG products to major U.S.
retailers that dominate the U.S. food, drug, and mass retailer market, including CVS,
Walgreens, Rite-Aid, and Walmart, among others.
VESIsorb® is a leading delivery system innovation for dramatically improving the stability and
absorption (bioavailability) of natural ingredients like cannabinoids, and is backed by a robust
body of supporting scientific evidence spanning several decades. Most recently, the peerreviewed journal, Molecules, published the results of a double-blind, cross-over study
(Molecules 2019,24(16), 2967;https://doi.org/10.3390/molecules24162967) comparing the
absorption parameters (pharmacokinetics) of a CBD extract formulated with VESIsorb® to
that of the same CBD extract formulated with industry standard (MCT) oil. Overall, the
VESIsorb® formulation showed statistically significant improvements for all measured
parameters, including much higher total absorption (a 440% increase in maximum plasma
CBD concentration (Cmax), and a 285% increase in total CBD exposure over 8 hours [area
under the curve (AUC)]) and the time to reach the peak concentration 300% faster than the
standard formulation (1 hour for VESIsorb® versus 3 hours for the standard to reach Tmax).
Opticann was founded by former MedReleaf executives including Neil Closner (founder and
former CEO), Umar Syed (former SVP Corporate Development), Angelo Fefekos (former SVP
of Clinical Affairs & Quality Compliance) and Ori Sher (former Sr. Director of Procurement and
Security). Following the completion of the acquisition, Opticann will nominate a person to join
Heritage’s Board of Directors, and Messrs. Closner, Syed, Fefekos, and Sher will remain as
special advisors to Heritage. Prior to being acquired in July 2018, MedReleaf was one of the
most successful Canadian LPs in the industry with strong sales and development in the
medical cannabis market and was the creator of some of the dominant brands in today’s
adult-use market.
“The patented VESIsorb® technology enables the creation of next generation CBD and CBG
products that are proven to be far superior in performance over other products in the market”,
remarked Neil Closner, Chairman of the Board of Opticann. “These products are backed by
human clinical data published in a peer reviewed scientific journal showing enhanced
absorption and performance versus other CBD and hemp products. These products are
manufactured within Geocann’s advanced GMP compliant and highly scalable supply chain,
and are ideal for building leading brands at large national U.S. retailers. We are looking
forward to bringing the Opticann team and this technology to Heritage and to successfully
executing the business plan.”
“The acquisition of Opticann is a strategically significant move, and an important milestone
for Heritage as we expand our expertise and look to advance our plan to grow our U.S.
presence and participate in the rapidly growing multi-billion dollar U.S. CBD market,” stated
Clint Sharples, CEO of Heritage. “We are excited to have Opticann join the Heritage family
and have the talented and proven medical cannabis executives and team members from the
former MedReleaf as part of Heritage’s future success. Heritage will also leverage Opticann’s
international experience and relationships with plans to build an international medical product
sales footprint.”
“The increased awareness, acceptance and utilization of science-backed formulations is
emerging in the cannabinoid marketplace, and the exceptional pedigree of Heritage and
Opticann will make VESIsorb® branded hemp products as market leaders in the pharmacy
mass market,” said Jesse Lopez, founder and CEO of Geocann. “The founders of Opticann
have a successful track record of building brands for mass retailers and delivering value to
the cannabis and hemp industries with a focus on differentiation based on superior innovation,
unmatched quality, consumer education, and strategic retail partnerships.”
This transaction is subject to customary closing conditions and is expected to be completed
by the end of August 2020.
About Heritage Cannabis Holdings Corp.
Heritage Cannabis Holdings Corp. is a vertically integrated cannabis company that owns two
Health Canada approved licenced producers, Voyage Cannabis Corp. and CannaCure Corp.,
both of which also have industrial hemp licenses. Additionally, Voyage recently received its
sales license from Health Canada, and the Company will be launching its own products in the
BC, AB, and MB markets in summer 2020, with other provinces to follow. Working under its
licenses, Heritage has two additional subsidiaries, Purefarma Solutions, that provides
extraction services, and a Medical Services Division which is focused on cannabis based
medical solutions. Heritage as the parent company, provides the synergies and resources for
its subsidiaries to advance their medical and adult use products and services both domestically
and internationally.
About Opticann Inc.
Opticann is dedicated to bringing medical hemp-based cannabinoid products backed by
objective scientific data on safety, performance, and effectiveness to the market. Opticann
was established by former executives and pioneers from the medical, pharmaceutical and
medical cannabis industries from the federally legal Canadian market at MedRelaf Corp. Our
founders have a strong belief in the power of phytocannabinoids for multiple medical and
health benefits based on a sound understanding of the scientific rationale. Our mission is to
market products that are clearly differentiated versus other hemp-based
cannabinoid products and non-hemp based standard therapies. We believe in consumers and
health care professionals choosing well-formulated products based on superior performance
backed by sound and objective testing and both clinical and non-clinical scientific research.
About Geocann LLC
Geocann is a global cannabis organization led by experienced leadership with scientific and
technical expertise for pioneering new innovations in natural health products and solutions.
Its focus is combining clinically-researched cannabinoids with technologically-advanced and
patented innovations that provide product differentiation with superior therapeutic
performance and unmatched supporting evidence. For more information, please visit
www.geocann.com.
ON BEHALF OF THE BOARD OF DIRECTORS OF HERITAGE CANNABIS HOLDINGS
CORP.
“Clint Sharples”
Clint Sharples
CEO
For more information contact:
Clint Sharples
Tel: [phone]
[e-mail]
or
Kelly Castledine
Tel: [phone]
[e-mail]
The Canadian Stock Exchange does not accept responsibility for the adequacy or
accuracy of this release.
Forward-Looking Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities
legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of
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An investment in securities of the Company is speculative and subject to several risks including, without limitation,
the risks discussed under the heading "Risks and Uncertainties" Factors" in the Company's annual management
discussion and analysis for the year ended October 31, 2019 and dated February 28, 2020, as well as the interim
management discussion and analysis for the quarter ended April 30, 2018 and dated June 29, 2020. Although the
Company has attempted to identify important factors that could cause actual results to differ materially from those
contained in the forward-looking information and forward-looking statements, there may be other factors that cause
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In connection with the forward-looking information and forward-looking statements contained in this press release,
the Company has made certain assumptions. Although the Company believes that the assumptions and factors used
in preparing, and the expectations contained in, the forward-looking information and statements are reasonable,
undue reliance should not be placed on such information and statements, and no assurance or guarantee can be
given that such forward-looking information and statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such information and statements. The forward-looking
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subsequent written and oral forward-looking information and statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by this notice.https://heritagecann.com/wp-content/uploads/2020/08/CANN-PR-Opticann-August-5-2020.pdf