Harvest One Completes Acquisition of Israeli-based Phytotech Therapeutics

Published: November 20, 2018

Harvest One Completes Acquisition of Israeli-based Phytotech Therapeutics

Harvest One Cannabis Inc. is pleased to announce that it has completed its previously announced acquisition of 100% of Israeli-based Phytotech Therapeutics Ltd. from Australian-based MMJ Group Holdings Ltd. In consideration for the acquisition of PTL, Harvest One paid C$1,000,000 in cash and 8,326,694 Harvest One common shares.

Founded in 2014, Phytotech has developed advanced oral delivery formulations for cannabinoid-based prescription drugs and holds an exclusive worldwide licensing agreement with Yissum Research Development Company, the commercial arm of the University of Jerusalem, for a proprietary lipid nanotechnology. With the acquisition, Harvest One’s wholly-owned subsidiary Satipharm will gain access to advanced patents in favourable jurisdictions that can be used for further R&D and product development to aggressively pursue the rapidly evolving cannabis oils market.

PTL was also responsible for administrating the successful clinical trials using Satipharm’s proprietary capsules. The Phase 1 clinical trials demonstrated the safety and high performance of the oral capsule technology, including the effective delivery profile of cannabidiol (“CBD”), while Phase 2 clinical trials were completed in 2017, returning favourable results in the treatment of pediatric epilepsy.

“Harvest One’s acquisition of PTL gives all of the Company’s businesses access to valuable IP and capabilities that can be used to augment our health and wellness strategy as well as our medical offerings,” said Grant Froese, CEO of Harvest One. “This acquisition further demonstrates the global nature of Harvest One, now with a presence in Canada, the United States, the European Union and Israel”.

Due to the fact that MMJ is an insider and a related party of Harvest One, this transaction was considered a “related party transaction” as set out in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Harvest One relied on the exemption from the valuation requirements of MI 61-101 contained in section 5.5(a), and from minority approval requirements pursuant to section 5.7(a), due to the fact that the fair market value of the subject-matter of, and the consideration for, the transaction, did not exceed 25% of the market capitalization of Harvest One.