(MENAFNEditorial) TORONTO, ON / ACCESSWIRE / October 18, 2018 / Tree of Knowledge International Corp. (CSE: TOKI; OTC PINK: TRKWF) (the "Company" or "TOK") (formerly Courtland Capital Inc.) wishes to provide an update on a number of corporate and strategic matters as the landscape has evolved quickly since the Company's listing on the Canadian Securities Exchange at the beginning of summer earlier this year (July 9, 2018).
Overview
The Company's vision involves the aggregation of best-in-class partners to build a global biomedical company, scientifically focussed with proprietary formulations and multiple, innovative delivery technologies. Since inception only three years ago, the Company has developed world class CBD products and laid key foundations for its distribution in Europe, South America and the United States. While these have been important steps, the Company's vision is much greater.
With the legalization of cannabis on October 17, 2018, Canada is only the second country in the world and the first G7 nation to implement legislation to permit a nationwide marijuana market. In the US, nine states and the District of Columbia now allow for recreational marijuana use, and 30 allow for medical use. Canada is the headquarters for the Company and will serve a key role in the implementation of its business strategy.
The Company's path includes the following key elements:
- Access capital in Canada, the United States and Internationally
- Establish critical supply chain for cannabis and hemp in key global areas
- Focus on research, to continue to develop plant-derived cannabinoid therapeutics and proprietary formulations using a License Dealer
- Scale manufacturing capacity, maintain rigorous testing regime and quality control to meet and exceed anticipated regulations for health and safety
- Establish an extensive clinical data distribution network with the ability to do large scale studies
- Links to university partnered research on a global scale for the purported benefits of cannabis for medical and wellness community, and such important initiatives as the reduction of opioid use
- Deploy existing and new technologies for delivery and efficacy
- Develop and expand existing product line targeting pain, sleep and anxiety
- Capture additional market sectors such as beverages, cosmetics and pets.
To date the Company has achieved the following important milestones:
- Developed world class products, of which its CBD air metered dosing pens and capsules are approved for Autism, Parkinson's and by the Government of Brazil for prescription by physicians. Product lines have been submitted in 3 other counties for approval, expected by the end of Q1, 2019
- Established an operating manufacturing facility in Spokane, which provides formulations for the Company's products and for third parties, and manufactures certain product lines equivalent to GMP standards
- Obtained rights to a propriety metered dosing device and empowered consumers with QR code access on smart phones so that customers can review third party lab results for the product they purchase
- Received Food Safety Authority of Ireland (FSAI) certifications in Ireland and is currently developing distribution channels for countries in Europe that will accept FSAI certifications and labelling through its subsidiary that meets all governmental standards to do business in the European Union
- Relocated its headquarters in Scarborough, Ontario
- Retained top, seasoned executive Jean-Paul Gaillard to spearhead corporate growth
- Entered into agreement with Physician's Choice CBD, LLC to manufacture a specialized line of CBD products
- Entered into agreement with Dr. Sanjay Gupta (not to be confused with the Dr. Sanjay Gupta featured by CNN) for development and fulfillment of a signature formulation of CBD and cannabis products
- Established fulfillment centre for its production in the United Kingdom
- Establishing a joint venture for future manufacturing at a facility in Macedonia
- Established world class advisory board
Corporate Update
The Company wishes to provide an update on a number of transactions that were previously announced or included in the Company's initial Listing Statement dated June 28, 2018. Further to press releases dated August 23, 2018, the Company did not proceed with the proposed transaction involving a private Ontario company that holds a licence under the Controlled Drugs and Substances Act (Canada) as a licensed dealer for analytical testing of a number of controlled substances, including terahydrocannabidiol (THC) and cannabidol (CBD). Michael Caridi, Chairman of the Company stated: "The acquisition of a Canadian licencee is still extremely important to us, however, it was even more important for us to find the right fit. As we analyzed our specific needs on this front, we recognized that there were other licensees that would have a more immediate impact for our business strategy, namely, the ability to import and export and manufacture."
Renegotiation of Agreement with SGSCC
Prior to the public listing, the Company entered into a strategic partnership agreement dated April 15, 2018, with Sustainable Growth Strategic Capital Corp. ("SGSCC"), a private Ontario company. The agreement provided for, among other things, that the Company would enter into a sublease with SGSCC and to raise the required capital to build a laboratory and clean space for TOK's needs, as well as to fund all professional and related fees to the build-out of the space to be subleased by TOK. The master lease supporting the sublease between the landlord and SGSCC was terminated by the landlord and the Company has entered into a direct lease with the landlord to lease 45,000 square feet, including the existing corporate office space occupied by the Company. The Company's business plan no longer includes the construction of a laboratory and clean work space. The investment agreement with SGSCC is currently being restructured and renegotiated and details are expected to be finalized next week.
Update on Macedonia
Prior to the public listing, the Company entered into an agreement dated May 18, 2018, with a licensed manufacturer, distributor, importer and exporter of cannabis, CBD and pharmaceutical based products in the Country of Macedonia. TOK agreed to acquire a 5% interest in a company based in Macedonia (the "JV Partner") and its affiliate for an aggregate cost of $1.5 million, comprised of 909,090 shares issued at a price of $1.10 and $500,000 in cash to be paid in two instalments tied to the timing of the Company's financing activities, but in any event by September 15, 2018, failing which TOK's interest would be reduced to 3.5%. The parties have agreed to terminate the original agreement, return the respective shares issued by each party and replace it with a joint venture agreement. The new agreement is expected to be finalized this week and provides for the following elements: TOK will lease space at the Macedonian facility and contribute to overhead and each party will have the right to conduct independent manufacturing operations. TOK will provide extraction and formulation equipment for use by each party at the Macedonian facility. TOK has already shipped certain equipment and will be required to ship additional equipment for extraction and refinement. In addition TOK has agreed to supply CBD isolate to the JV Partner on fair pricing terms. The JV Partner has agreed to package TOK's specific formulations for a fee and to supply THC oil on fair pricing terms. The agreement is expected to be completed by October 19, 2018.
Capital Raising Activities
The Company continues to pursue fund raising activities as it repositions its overall strategy. The Company completed a small non-brokered private placement issuing an aggregate of 593,750 units at a price of $0.64 per unit for gross proceeds of $380,000, with each unit consisting of one common share and one share purchase warrant. Each warrant entitles the holder to acquire a common share at a price of $0.77 per share for a period of eighteen 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 Common Shares on the CSE is $1.00 or more for 30 consecutive trading days. The common shares and warrants bear a four month hold period from the date of issue.
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, Australia 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.
For further information about TOK, please see the Company's website at www.Evrcbd.com or contact the following:
Tree of Knowledge International Corp.
Michael Caridi, Chairman or
Tel: +1 (917) 295-1374
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 business and strategy of the Company, including the implied timing and conditions thereto. There is no assurance that TOK will be able to realize all the expected benefits therefrom. These forward looking statements involve risks and uncertainties. Events or circumstances may cause actual results to differ materially from those anticipated as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company or the parties to the agreement. These include legal and regulatory changes, the impact of general economic, industry and market conditions; expectations regarding market demand for particular products and the dependence on new product development; the impact of product competition. As a result, the Company cannot guarantee 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 Management of the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
SOURCE: Tree of Knowledge International Corp.
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