2K6.F)(QILFF) („Organic Flower” or “OFIG” or the “Company”) is pleased to announce the Company has entered into a definitive sub-licensing agreement (the “Agreement”) with 1205293 B.C. Ltd. d/b/a True Focus Canada (“True Focus”).
Under the terms of the Agreement, Organic Flower has been granted an exclusive sub-license, which permits the domestic marketing, distribution and development of True Focus’ product suite and proprietary intellectual property (“IP”) portfolio. The aforementioned sub-license covers the territory of Canada, and shall be effective for a period of 10 years from the date of grant.
True Focus boasts a suite of all-natural, nutraceutical formulations, coupled with an intuitive delivery system designed to mitigate the negative side effects associated with excessive tetrahydrocannabinol (“THC”) consumption. True Focus’ product formulations are considered ‘patent-pending’ by way of a United States Patent and Trademark Office (“USPTO”) patent application.
Recreational cannabis consumption for the purpose of achieving desired levels of euphoric or psychoactive effects, can at times lead to adverse and unwanted side effects, given the lack of consistent doses distinction or historical use. True Focus’ patent-pending formulation offers a unique solution to alleviating undesirable symptoms associated with a THC overdose.
Delivered to the end consumer via a pocket sized, user-friendly spray bottle, True Focus’ revolutionary formulations are designed to be ingested in a sublingual manner.
Excessive cannabis consumption can cause adverse effects such as nausea, postural hypotension, delirium, panic attacks, and anxiety. As reported by the CBC, Quebec Poison Control has indicated that the number of reported cases of “cannabis poisoning” has more than tripled in the province since recreational legalization passed in the fall of 2018.
Joel Dumaresq, CEO and Director of OFIG commented: “Despite the growing enthusiasm and lessening stigma of cannabis consumption both in Canada and globally, the fact still remains that, similar to alcohol, the risk of overconsumption can prove highly-problematic.
As such, we are excited about the prospects for a patent-pending nutraceutical product that offers the potential to lessen some of the negative side effects associated with excessive cannabis consumption. As a complement to our growing and diversified portfolio of robust downstream cannabis assets, we believe that True Focus represents a strong accompaniment to our suite of products offerings.”
Under the terms of the Agreement, Organic Flower will issue common shares with a value of $3.5-million to 1205293 B.C. Ltd. (the “Payment Shares”). The valuation of the shares will be based upon the five-day VWAP (volume-weighted average price) of Organic Flower’s common shares for the five trading sessions prior to the announcement of the Agreement.
The Payment Shares issuable on the acquisition are subject to a hold period of at least six (6) months and one (1) day. The closing of this acquisition is subject to customary terms and conditions.
Further Payment Shares shall be issuable based on the achievement of certain milestones, specifically:
- Annualized sales run-rate of $250,000 demonstrated for an uninterrupted six consecutive months and/or distribution of True Focus products on 2,500 unique shelves; and,
- Achievement of formulaic product testing/verification in a clinical setting that demonstrates positive or tangible conclusions
The exclusive sub-license grants Organic Flower the rights to True Focus’ IP portfolio in its entirety, inclusive of the “True Focus” trade name, associated trade markets, logos and art, rights to any product formulations, as well as all restrictive covenants and trade secrets associated with the marketing and development of products under the True Focus trade name or which utilize patent rights, including methods and processes.
Organic Flower, an investment holding firm, is leveraging strategic relationships, proprietary investments and exclusive partnerships with preeminent international cannabis cultivators and formulators for the development of best in-class products and brands to be marketed and distributed throughout our global footprint.