Tree of Knowledge International Corp. Announces Closing of Offer to Acquire Asterion Bio Med Inc.

Through an agreement with Jack Nathan Medical Inc., Asterion has access to one of the largest healthcare systems across Canada for its education and research platform.

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December 21, 2018
Press Release

TORONTO, Dec. 21, 2018 (GLOBE NEWSWIRE) -- PRESS RELEASE -- Tree of Knowledge International Corp. has announced that further to its detailed press release dated Dec. 3, 2018, it has completed the acquisition of Asterion Bio Med Inc. in accordance with a pre-acquisition agreement dated Nov. 30, 2018.  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.

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 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 Dec. 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."

“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."

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 for each one (1) common share of Asterion. The offer was accepted by 100 percent 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 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 percent 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.