VANCOUVER, British Columbia, Dec. 19, 2019 /PRNewswire/ -- Sunniva Inc. ("Sunniva", "we", "our" or the "Company") (CSE:SNN,OTCQB:SNNVF) and Cura-Can Health Corp. ("Cura-Can") are pleased to announce the closing of the previously reported sale (the "Transaction") of Sunniva's wholly-owned subsidiary, Natural Health Services Ltd. ("NHS") on December 18, 2019. The original share purchase agreement (the "Original Agreement") dated September 10, 2019 was amended and restated (the "Amended and Restated Agreement") to set out a revised transaction structure under which Cura-Can, instead of its wholly-owned subsidiary, The Clinic Network Canada Inc. ("TCNC"), acquired NHS. Pursuant to the Transaction, Cura-Can paid a purchase price of CA $9,000,000 comprised of CA $250,000 in cash and CA $8,750,000 of security consideration through the issuance of 7,000,000 Class A common shares (the "Cura Shares") of Cura-Can (the "Consideration"). Sunniva is entitled to certain conversion rights for the Cura Shares based on Cura-Can's ability to effect a liquidity event for TCNC. The Consideration replaces the prior consideration for NHS pursuant to the Original Agreement of CA $4,500,000 million in cash and CA $4,500,000 million of security consideration through the issuance of 4,500,000 preferred shares of TCNC.
Dr. Anthony Holler, Sunniva's Chairman and CEO stated "This sale has been part of our ongoing process to dispose of our Canadian assets. We are pleased to have finalized this transaction with Cura-Can as we believe that these assets fit very well into TCNC's platform for the delivery of chronic pain treatment."
"Over the past year we have been expanding our chronic pain clinic network across Canada," said Kim Wei, Chief Strategy Officer of The Clinic Network Canada Inc. "We are excited to have completed the purchase of Natural Health Services from Sunniva as the NHS clinics provide us the opportunity to not only expand our existing chronic pain services within both clinic networks but will also enable us to offer an expanded range of pain treatment services which will pave the way for The Clinic Network to become a significant player in the growing out-of-hospital pain treatment industry in Canada."
A finder's fee of 5% of the gross proceeds from the Transaction is payable to certain non-registered entities for introducing certain potential acquirors to the Company.
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this press release.
About Natural Health Services Ltd. NHS owns and operates a network of seven clinics in Canada specializing in medical cannabis under the Cannabis Act (Canada). NHS connects patients with safe and effective medical cannabis products through Licenced Producers. NHS has in-house physicians and nurse practitioners specializing in the endocannabinoid system providing expert consultation, education, and recommendations for patients. NHS' proprietary technology infrastructure assists physicians, patients and LPs to comply with the rules of Health Canada.
About Cura-Can Health Corp.
Cura-Can owns and operates medical clinics in Canada specializing in chronic pain through its subsidiary, TCNC. Cura-Can develops proprietary products that can leverage TCNC's distribution network, as well as, invests in other synergistic businesses.
About The Clinic Network Canada Inc.
TCNC, founded in 2017, is a subsidiary of Cura-Can and operates 12 medical clinics in four provinces across Canada. TCNC offers multidisciplinary integrated therapies for patients suffering from chronic pain caused by diseases, such as, arthritis, degenerative disc disease, sports injury, headache/migraines, back, neck and joint pain, rheumatoid arthritis, fibromyalgia, nerve injury and other pain causing ailments. TCNC's mission is to bring improvements to patient's daily functionality, productivity, and quality of life. The company provides patients with access to the latest medical advancements, as well as, pharmaceutical and cannabis-related therapies. TCNC combines complimentary facets of health care to provide an exemplary level of treatment for patients. Founded by an experienced and progressive group of physicians, the clinics have been built on a patient-centric, evidence-based approach that ensures every patient is provided with a therapy individually tailored to their specific needs.
Cautionary Note Regarding Forward-Looking Information or Statements (with respect to Sunniva)
This press release contains forward-looking information or statements. All statements that are or information which is not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, statements regarding Sunniva's operations and growth opportunities, the conversion rights for the Cura Shares based on Cura-Can's ability to complete a liquidity event for TCNC and the Company's focus on creating sustainable premium cannabis brands that will be supported by a large-scale, purpose-built cGMP designed greenhouse, extraction facility and in-house marketing and distribution businesses are "forward-looking information or statements". Forward-looking information or statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. With respect to forward-looking information and statements contained herein, Sunniva has made numerous assumptions including, among other things, assumptions about general business and economic conditions. Such forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking information or statements. Such risks and uncertainties include, among others, the risk factors included in the Sunniva's continuous disclosure documents available on www.sedar.com. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking information or statements. Although Sunniva has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking information or statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking information or statements. Sunniva assumes no obligation to update any forward-looking information or statements, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.