TREE OF KNOWLEDGE INTERNATIONAL CORP. ANNOUNCES CLOSING OF OFFER TO ACQUIRE ASTERION BIO MED INC.
22 December 2018 - 1:07AM
InvestorsHub NewsWire
TREE OF KNOWLEDGE INTERNATIONAL CORP. ANNOUNCES CLOSING OF
OFFER TO ACQUIRE ASTERION BIO MED INC.
Toronto,
ON, December
20,
2018 --
InvestorsHub NewsWire -- Tree
of
Knowledge
International
Corp.
(CSE:TOKI; OTC:TRKWF) (the
"Company"
or "TOK") is pleased to
announce that further to its
detailed press release
dated
December
3,
2018,
it
has
completed
the acquisition of Asterion
Bio
Med
Inc.
("Asterion")
in
accordance
with
a
pre-acquisition
agreement
dated
November
30,
2018
(the
"Definitive
Agreement").
Through
an
exclusive
strategic
alliance
agreement
with
Jack
Nathan
Medical Inc.,
which
operates
over
70
Jack
Nathan Health
medical
clinics
in six
provinces
across
Canada, Asterion
has
access to one of the largest
healthcare
systems across
Canada
for its
education and
research
platform,
with
over 1.5
million
patient
visits
annually
(http://jacknathanhealth.com/).
Led by Jean-Paul
Gaillard, an architect and turn-around
specialist
for
major brands such as
Nespresso and Marlboro Classic, the expanded management
for
the
Company
now
includes
Dr. Kevin
Rod as Chief Medical Officer of TOK, and the board of directors
consists of the Honorable. Ernie Eves as Chairman, Michael
Caridi,
Dr.
Kevin
Rod,
Peter
Saunders
and
Scott
Reeves. In addition, Brian Main and George Barakat,
CEO of Jack Nathan Medical Inc.,
will be
appointed as
observers
to
the
TOK
board
and
Mr. Barakat
will
be
presented
by
management
to
be elected
as
a
director
at
the
next
annual
meeting
of
the
TOK
shareholders.
John
Bonin,
the
COO of
Asterion,
will
also
be
joining
TOK's
Advisory
Board.
See
the
press
release
of
the
Company
dated
December
3,
2018,
for
detailed
bios
of
the
new
additions
to
the board
of
directors and management
of the Company.
"Coming
from
the
Tobacco
and
consumer
products
industries, I
feel
very
strongly
about
the
need for
data and empirical evidence to
drive our product
development and
commercial strategy. By
acquiring Asterion,
our combined
company is now
armed with the elements
we need to execute our mission to develop,
expand, and commercialize
our portfolio of cannabinoid natural health
and therapeutic
consumer
products
using
data
driven
insight,"
said
Jean-Paul
Gaillard,
CEO
of the
Company. "In pursuing our
goals, we intend to leverage our globally recognized
pain expertise, our
exclusive strategic
alliance with Jack Nathan
Medical Inc., and our
international clinic
platforms
that
provide
key
insight
from
millions of
consumers
and
patients
each
year,"
continued Gaillard.
"Statistically
significant
data
regarding
the
efficacy
of
natural
health and
therapeutic
products
using cannabinoids
is
still
nascent.
We feel
we
have
been
in
a
unique
position
to
rigorously document and gather this
type of data through observational results we have witnessed over
the past several
years
at
Asterion's
Toronto
Poly
Clinics,"
said
Dr
Kevin
Rod, Chief Medical
Officer of the Company. "In
the midst of rapid
cannabis regulatory
reform, TOK has established
a sizeable
North
American
platform
for continued
research
and
product
development
driven
by
empirical evidence and
data that we
believe
will
be
a
must
for
physicians,
industry
operators,
regulators, investors, and society as a whole before cannabis is
truly accepted as a valid therapeutic option," continued
Dr
Rod.
Pursuant
to
the
Definitive
Agreement,
TOK
made an offer to
the Asterion
shareholders to
purchase all the shares of Asterion
on the
basis of 2.1894 common shares of TOK ("TOK
Shares")
for
each
one (1)
common
share
of
Asterion
(the
"Offer").
The
Offer
was
accepted
by 100% of
the
shareholders
of
Asterion
and
TOK
issued
an
aggregate
of
96,695,271
TOK
Shares to
the former holders of
Asterion.
As
a
condition
to
completing
the Offer,
completed a private
placement financing (the
"Financing") where TOK issued
12,464,393 units at a price of $0.22 per unit for gross
proceeds of $2.74
million
(including
conversion
of
debt
held
by
an
insider
in
the amount
of
$259,854),
with each
unit
consisting
of
one
TOK
Share
and
one share
purchase
warrant.
Each
whole warrant entitles the
holder to acquire a TOK Share at a price
of $0.39 per share for a period of
forty-eight months, subject
to
the ability
of
the Company
to
accelerate
the
expiry
date
if
at
any
time during the
term
of the
warrants
the
volume weighted
average
closing
price
of
the
TOK
Shares
on
the Canadian
Securities
Exchange
is
$1.00
or
more
for
10
consecutive
trading
days.
The
TOK
Shares and warrants will bear a four-month
hold
period from the date of issue.
Following
completion
of
the
Offer
and
the
Financing,
there
are
201,896,623
TOK
Shares issued and outstanding
with
the
former
Asterion
shareholders
holding approximately 47.9% of the TOK
Shares (non-diluted).
In
addition,
TOK
issued
options
to
purchase
an
aggregate
of
8,135,810 TOK Shares
in
connection
with
the exchange of
outstanding
options
issued
by
Asterion
and
warrants to purchase an aggregate of
12,917,460
TOK
Shares
in
connection
with
the
exchange
of
outstanding warrants issued by Asterion.
The
headquarters
for
the
combined
company will
be in Toronto,
Ontario,
Canada
with a
significant office presence in Asterion's
former
headquarters in North York, Ontario,
Canada.
ABOUT TREE OF
KNOWLEDGE
The
Company
produces
and
sells
hemp-based
cannabidiol
("CBD")
products in certain jurisdictions in
the
United
States,
as
well
as
in
Europe,
South
America
and
China.
Cannabidiol/CBD is
a
natural
constituent
of
hemp which
is
purported
to
contain wellness
properties. TOK's
CBD
product
line
contains
EVR
Premium
Hemp
Oil,
which
is
an
organically grown and
handled, gluten-free, vegan, non-GMO, synergistic
compound that is derived
from U.S. Department of
Agriculture
(USDA) approved
industrial hemp grown in the United
States. TOK currently
offers
several
CBD
products,
which
may
be
used
in
connection
with
the
treatment
of a number of
ailments and for general
wellness purposes.
ABOUT
ASTERION BIO
MED
Asterion
is a
leading
healthcare
provider
specializing
in multidisciplinary
pain clinics
operating under
the
banner;
Toronto
Poly
Clinic
(collectively,
"TPC").
The
core pillars
of
TPC are:
a
multidisciplinary
pain
program
designed to
improve
physical
and
psychological
management
of
pain, patient
self-management
tools,
and
medical
cannabis
research
and
product
development.
TPC
has
become
a
healthcare
leader
in
the ethical
and
controlled
use
of
medical
cannabis,
managing
over
4,800
cannabis
patients.
TPC
has
been
involved
in
one
of
the largest
longitudinal IRB approved
observational
studies
to date
on
medical
cannabis.
As
a result
of this experience, practitioners have learned that education and
research are paramount to realizing
the medical
benefits
of cannabis on a diverse
population of patients. TPC has
refined
its collective knowledge and focused on the creation of the MCERP
(Medical Cannabis Education, Research and Best Practice
Platform) and MCORP
(Medical Cannabis
Opioid Reduction Program). Currently
TPC
has
research
agreements
with
multiple
universities
for
medical
cannabis
research
and new medical grade products
development.
Through an exclusive
strategic alliance agreement with
Jack
Nathan
Medical
Inc.,
which
operates
over
70 Jack
Nathan
Health
medical
clinics
in
six provinces across
Canada, Asterion
has
access to one of the
largest healthcare
systems across
Canada for
its
education
and
research
platform,
with
over
1.5
million
patient
visits
annually (http://jacknathanhealth.com/).
For further
information about TOK,
please contact the following:
Tree of
Knowledge
International Corp. Michael
Caridi, CEO
Tel:
+1 (917) 295-1374
Michael@tok.ca
www.tok.ca
THE
CSE HAS NOT
REVIEWED AND DOES NOT
ACCEPT RESPONSIBILITY
FOR THE ACCURACY OR
ADEQUACY OF THIS
RELEASE.
Forward
Looking Statements
This news release contains
forward-looking statements
relating to the
benefits to be
received from
completing the Offer, the future
operations of TOK as
combined with Asterion and
other statements that are not historical
facts. Forward-looking
statements are often identified
by terms such as
"will", "may",
"should", "anticipate", "expects"
and similar
expressions. All statements
other than statements
of historical fact, included
in this release,
including,
without
limitation, statements
regarding the combined
TOK/Asterion company and
the future plans
and objectives of
TOK, are forward
looking
statements that involve risks
and uncertainties. There can
be no assurance that
such statements will prove
to be accurate and
actual results
and future events could
differ materially from those
anticipated in such
statements. Important factors that could
cause actual results to
differ materially from
TOK's
expectations are risks
detailed from time to time
in the filings made by
TOK with securities
regulations.
The
reader is cautioned
that assumptions
used in the
preparation of any
forward-looking information may
prove to be incorrect.
Events or circumstances may
cause actual results to
differ materially from those
predicted, as a
result of numerous
known and unknown risks,
uncertainties, and other
factors, many of which are
beyond the control of
TOK. As a result, TOK
cannot guarantee that
the Offer will be completed
and that any forward-looking
statement will materialize
and the reader is
cautioned not to place
undue reliance on any
forward-looking
information.
Such
information,
although considered
reasonable by management at
the time of
preparation, may prove to
be incorrect and
actual results may differ
materially from those
anticipated. Forward-looking
statements contained
in this
news release are
expressly qualified by this
cautionary statement.
The forward-looking statements
contained in this news release
are made as of
the date of
this news
release and TOK
will update or revise
publicly any of the
included forward-looking
statements as
expressly required by
Canadian securities law.
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