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DOSE - Rapid Dose Therapeutics News Story

C$0.225 0.0  2.3%

Last Trade - 07/05/21

Sector
Healthcare
Size
Micro Cap
Market Cap £10.2m
Enterprise Value £11.1m
Revenue £113k
Position in Universe 1706th / 2702

Rapid Dose Therapeutics Completes Amalgamation of Consolidated Craft Brands

Mon 8th March, 2021 2:17pm
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BURLINGTON, Ontario, March 08, 2021 (GLOBE NEWSWIRE) -- Rapid Dose
Therapeutics Corp. (“RDT” or the “Company”) (CSE: DOSE)
(https://www.globenewswire.com/Tracker?data=NgNAuFAuWdUxOSyX9nKhwNfgySBHShuro4g-SJlHOL6sM-h_IOaZWUxFPhezlCmgvI2w8qdWSYMMHbk1Q7t-We59NMOlZKRJyyXHoMz8jOowqvcsFVcWJ6jWPcmskMVTcFFoKkFEW22JNYjw8rlfaQ==),
is a Canadian life sciences company focused on innovative drug and active
ingredient delivery solutions. The flagship product ‘QuickStrip™’ is a
thin, orally dissolvable film infused with an active ingredient
(nutraceuticals, cannabis or pharmaceuticals) that is delivered quickly into
the bloodstream bypassing first-pass metabolism resulting in rapid onset of
the active ingredient.

The Company is announcing today that, further to its press release of January
11, 2021, it has signed the Amalgamation Agreement (“Amalgamation
Agreement”) to acquire 2544737 Ontario Limited, operating as Consolidated
Craft Brands (“CCB”), in a share transaction (the “Transaction”)
totalling $5,000,000 CDN. (Five million dollars Canadian). The Transaction is
an acquisition by RDT of CCB with CCB being amalgamated into a newly created
subsidiary of RDT. CCB is a majority First Nations owned private company
carrying on business in the development of packaged goods for health and
wellness products.

Terms of the Transaction

Pursuant to the terms of the Letter of Intent announced on January 11, 2021,
RDT was to issue 16,666,667 Common Share Units each consisting of one common
share and one common share purchase warrant at a deemed price of $0.30 per
Unit in exchange for 100% of the common shares of CCB. Each warrant could be
exchanged for one common share of the Company at a price of $0.45 per common
share for a period of 24 months from the closing of a definitive agreement.
Subsequent to this, the terms of the share exchange were modified to reflect
the changes in the market price of RDT’s common shares. The value of the
transaction remains at $5,000,000 CDN for 100% of the common shares of CCB,
however, there are 20,000,000 units issued consisting of one common share and
one common share purchase warrant at a deemed price of $0.25 per Unit. Each
warrant entitles the holder to acquire one common share of the Company at a
price of $0.375 per common share for a two year period from the issuance date.

The common shares issued are subject to an escrow arrangement whereby the
shares shall be released over an eleven-month period from closing of the
Transaction with the final 20% released at the end of the eleven months. The
Amalgamation Agreement allows for a “clawback” of all or a portion of the
final release shares upon the occurrence of certain defined events.

In addition, the Amalgamation Agreement allows the CCB selling shareholders
the right to nominate one Director to the Board of Directors of RDT.
Accordingly, Tom Bryson, the CEO of CCB prior to the Transaction, has agreed
to join the Board of RDT effective immediately. Also, the Board of Directors
of RDT have offered, and Mr. Bryson has accepted, the further role as
President of RDT.

What the acquisition brings to the Company

With the amalgamation complete, CCB becomes a wholly owned subsidiary of RDT.
CCB brings CPG and Pharma manufacturing expertise, a Health Canada R&D License
with developed proprietary formulations, branded products, several patent
pending technologies for rapid onset beverage enhancements and a consortium of
strategic alliances including First Nation majority shareholders. The balance
sheet of CCB includes $3,000,000 in cash and cash equivalents including a
repayable advance of $600,000 to RDT as an advance to closing of the
Transaction, equipment, inventory, patent pending technologies and the R&D
License. In addition, liabilities in CCB are less than $50,000.

Comments from the Company’s CEO

Mark Upsdell, President and CEO comments on the transaction: “I am delighted
with this acquisition – it brings significant benefits to our Company:
* The cash of $3,000,000 coupled with the proceeds from the Private Placement
of $899,842 completed in December, 2020, provides us with the needed cash to
ramp up production to meet demand as we enter the Commercialization and Rapid
Growth Phase in our development.
* The expertise, contacts and the assets that come with the CCB amalgamation
fit well within our strategy to aggressively expand our product offerings.
* The new subsidiary will develop, produce and distribute skin creams,
topicals, lip balm and shampoos and provide white label services to markets in
North America not currently served by RDT. The unique relationship that CCB
has with its strategic alliances will continue and be enhanced through
combining RDT’s products and licenced production facility with CCB’s
channels of distribution.
I am so pleased that Tom Bryson is joining our team both as a Board Member and
President. He brings vast experience in commercial enterprises, knowledge of
financial markets and, really importantly, the ability to bring people and
enterprises together to create value.”

About Tom Bryson

Tom Bryson brings more than 30 years of diversified manufacturing and
distribution experience to RDT.   He has been the “lead” on several
high-profile Mergers and Acquisitions and is proud to have been a delegate on
Canadian Government international trade missions for 20 years. Tom has set up
numerous “Greenfield” facilities in Canada, Mexico and the USA. Also, Mr.
Bryson is an IP Licensing specialist holding 17 Patent filings.

It is very exciting to see positive results from trials on our Flagship
product “QuickStrip” as a delivery method for vaccines, smoking cessation
and preventative health care. This builds on the research used to create a new
category in the cannabis space that offers a discreet and elegant option to
medical and adult recreational users looking for an alternative to
conventional delivery methods.

“I am looking forward to the challenges ahead to make RDT a world class
organization as the company shifts its focus from clinical research and
product development to building its revenue quickly and sustainably.”

About RDT

Rapid Dose Therapeutics Corp. is a publicly-traded Canadian life sciences
company providing innovative, proprietary drug delivery technologies designed
to improve outcomes and quality of lives. RDT offers Quick, Convenient,
Precise and Discreet™ choices to consumers. RDT is focused and committed to
clinical research and product development for the healthcare manufacturing
industry — including nutraceutical, pharmaceutical and cannabis industries.
Within the cannabis sector, RDT also provides a turn-key Managed Strip Service
Program enabling RDT’s QuickStrip™ proprietary cannabis delivery
technology to be licensed to select operators in identified markets. RDT’s
service-based annuity contracts drive recurring revenue and facilitate rapid
expansion into emerging markets across multiple consumer segments. RDT is
committed to continually create innovative solutions for humans, animals, and
plants.

For more information, visit: www.rapiddose.ca

For inquiries please contact:

 Mark Upsdell             Pat McCarthy                       
 CEO                      Managing Director Capital Markets  
 mupsdell@rapid-dose.com  pmccarthy@leedejonesgable.com      
 Ofc (416) 477-1052       Ofc (416) 365-8012                 



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