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Press Release

ICC Labs Signs Term Sheet to Acquire Equity Stake in Strategic Partner and Enter the European Market


Posted on: 28 Mar 18

Highlights of proposed transaction, include ICC gaining:

  • Access to five important European markets: Germany, United Kingdom, Spain, Italy and France.
  • Use of an established multi-channel distribution network for CBD products in Europe.
  • Enhanced growth prospects from access to a medical consultancy present in major European countries providing consultancy for treatments with cannabinoids.

VANCOUVER, British Columbia, March 28, 2018 (GLOBE NEWSWIRE) -- ICC Labs Inc. (“ICC Labs” or the “Company”) (TSX-V:ICC) (Frankfurt:2Q9) is pleased to announce that it has signed a term sheet (the “Term Sheet”) for a proposed strategic investment in Global Group Kalapa S.L. (“KALAPA”), a private company headquartered in Barcelona.

According to the Term Sheet, ICC Labs may acquire an initial 25% equity stake in KALAPA to be paid with a combination of cash, pure CBD produced by ICC Labs, and common shares of ICC Labs with the option to acquire the remaining 75% prior to the end of 2018.

ICC Labs intends to close the initial 25% equity stake in April 2018, with such closing remaining subject to TSX Venture Exchange (the “TSX-V”) approval and other customary closing conditions, including negotiating and entering into definitive transaction documents and the completion of due diligence.

Founded in 2014, KALAPA, through its various holdings, covers the value chain of medical cannabis from production to distribution. KALAPA’s current holdings are described below.

KSK Labs S.L. is a whole-owned subsidiary of KALAPA. KSK Labs intends to research, develop, manufacture and distribute a product portfolio of registered CBD products based on cannabidiol (CBD) under the MyCBD and CBDinol brands, in partnership with UNG Labs S.L. (United Natural Green Labs).

The current product portfolio of KSK Labs is comprised of sub-lingual oils (with different concentrations), creams, and teas, with new product lines to be launched in 2018. KSK Labs products are legally sold throughout Western Europe, including Spain, France, Italy, UK, and Germany. KSK Labs is currently targeting an entrance into new lawful European markets in 2018, including Portugal, Poland and Greece.

KALAPA owns 100% of Kalapa Clinic S.L., an innovative medical consultancy in Europe for alternative treatment with cannabinoids. The Kalapa Clinic’s objectives are:

  1. medical consultancy for patients and people interested in the alternative treatment with cannabinoids;

  2. education of professionals being part of the Kalapa Clinic network; and

  3. setting-up an international base for observational and pre-clinical studies for the development of medicines based on API’s (Active Pharmaceutical Ingredients) from cannabinoids.

This year, Kalapa Clinic also intends to launch the TIMCI (The International Medical Cannabis Institute), which will offer training and webinar certified courses on medical cannabis conducted by professionals.

KALAPA additionally is a joint venture partner in two additional projects: (i) CBM Labs, based in The Netherlands, which seeks to develop cannabinoid-based medicines and has applied for applicable medicinal licenses; and (ii) CanPharma GmbH, a company seeking to import cannabis flowers and derivates into the German market, which has applied for the certain medicinal cannabis import licenses.

“We are happy to join forces with ICC Labs in a project with a truly global perspective. Importantly, this potential venture not only facilitates access to high quality raw material and products, but also provides opportunities to conduct joint R&D. Furthermore, we intend to develop a B2B channels with European pharmacies together, most likely with the ICC brand 'BIDIOL',” says Dr. Henrik Sprengel, CEO of KALAPA.

“We have found a perfect partner in KALAPA as part of our strategy to get a strong foothold into the European markets, especially for facilitating B2B distribution channels for products that we intend to sell, such as our proprietary line of CBD oil branded 'BIDIOL'. Furthermore, KALAPA has an excellent history of product development, and profound knowledge on the effects of cannabinoids as we continue our R&D plan and develop our API’s and pre-clinical trials in the second quarter of this year,” commented Alejandro Antalich, Chief Executive Officer of ICC Labs.

“Having operations in a low cost jurisdiction, Uruguay, and proposed operations in another low cost jurisdiction, Colombia, will give us a great advantage in supplying high-quality cannabis products at extremely competitive prices to Europe. We are also looking forward to our first outdoor harvest of high-CBD cannabis in Uruguay in April this year,” he added.

ABOUT ICC LABS INC.

ICC Labs is a fully licensed producer and distributor of medicinal cannabinoid extracts, recreational cannabis and industrial hemp products in Uruguay as well as a fully licensed producer of medicinal cannabis in Colombia. The Company has active operations in Uruguay, and is focused on becoming the worldwide leading producer of cannabinoids extracts, giving support and promoting the responsible use for medicinal purposes, backed by scientific research and innovation, while following strict compliance and the highest standards for quality and safety.

For more information, please visit www.icclabs.com.

Contact:

ICC Labs Inc.
Alejandro Antalich, Chief Executive Officer
t: 598-2900-0000
e: ir@icclabs.com

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Certain statements in this press release constitute forward-looking information. All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding the Company’s future production and sales, results of operations, strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to: the Company’s ability to complete the transactions contemplated by the Term Sheet on the terms disclosed herein or at all, inaccuracies in the information that KALAPA has provided to the Company with respect to its business and operations, an inability of the Company to integrate KALAPA into its operations, and receipt of the requisite regulatory approvals required to complete the transactions, including of the TSX-V and various import/export agencies. Additional information identifying risks and uncertainties is contained in the Company’s filings with Canadian securities regulators, and available at www.sedar.com. Management provides forward-looking statements because it believes they provide useful information to investors when considering their investment objectives and cautions investors not to place undue reliance on forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

GlobeNewswire
globenewswire.com

Last updated on: 28/03/2018

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