Vancouver, British Columbia / TheNewswire / July 18, 2017:  Radiant Health Care Inc. (the "Company" or "Radiant") announces that it has executed a letter agreement with HydRx Farms Ltd. ("HydRx"; together with Radiant, the "Parties") in connection with a proposed transaction (the "Transaction"), whereby HydRx and Radiant will combine their respective businesses by way of a share exchange, merger, amalgamation, plan of arrangement, or such other similar form of transaction and each common share and preferred share in the capital of HydRx (collectively, the "HydRx Shares") outstanding on the Closing Date (as defined herein) will be exchanged for 2.876 (the "Exchange Ratio") common shares in the capital of Radiant (the "Radiant Shares").  The Transaction will result in the reverse takeover of Radiant by HydRx.

 

Prior to the closing of the Transaction (the "Closing"), HydRx will use its "commercially reasonable efforts" to complete a private placement (the "Private Placement") of subscription receipts of HydRx (the "Subscription Receipts") for gross proceeds of up to $50,000,000 on terms to be determined by HydRx in its sole discretion.  Each Subscription Receipt will be automatically converted into one HydRx Share immediately prior to the completion of the Transaction at no additional cost to the holder thereof.

 

Upon the completion of the Transaction, the Parties anticipate that the board of directors of the resulting issuer will consist of five members, all of whom are to be nominees of HydRx.  The initial nominees of HydRx are expected to be Trevor Folk, Har Grover (Chairman), Derek Riley, Domenic Serafino and such other person to be nominated by HydRx.  In addition, it is expected that management of the resulting issuer will consist of:  Trevor Folk - Chief Executive Officer, Har Grover - Executive Chairman, Rav Grover - Chief Financial Officer, Thomas Jefferd - Chief Operating Officer, Ovidiu Purdel - Chief Compliance Officer, and Philip Hemans - Chief Commercialization Officer. The resulting issuer will continue business under the name, "Scientus Pharma Inc.".

 

The Closing is subject to a number of conditions, including, but not limited to, completion of satisfactory due diligence by both Parties and each of the Parties obtaining all necessary shareholder, board and regulatory consents and approvals, including (i) if the Transaction requires the approval of the current shareholders of Radiant (the "Radiant Shareholders"), Radiant Shareholders holding not less than 66⅔% of outstanding Radiant Shares (including all directors and officers of Radiant) having entered into lock-up agreements, prior to execution of a definitive agreement, pursuant to which they would irrevocably agree to vote in favour of the Transaction and (ii) if the Transaction requires the approval of the current shareholders of HydRx (the "HydRx Shareholders"), HydRx Shareholders holding not less than 10% of outstanding HydRx Shares (including all directors and officers of HydRx) having entered into lock-up agreements, prior to execution of a definitive agreement, pursuant to which they would irrevocably agree to vote in favour of the Transaction.

 

About HydRx

 

HydRx is a Licensed Dealer under the Narcotics Control Regulations (NCR) of Canada and Licensed Producer Applicant under the Access to Cannabis for Medical Purposes Regulations (ACMPR).  It has a 45,000-square foot sterile GMP-compliant facility located in Whitby, Ontario.  Its dealers license permits the extraction of cannabis resin for use in formulations including cannabinoid based oils, capsules and other products approved under ACMPR, for sale to authorized Licensed Producers and research institutions approved under Section 56b Exemptions.  On March 14, 2017, HydRx and CannScience Innovations Inc. ("CannScience") executed a definitive share exchange transaction pursuant to which HydRx acquired all the issued and outstanding shares of CannScience in exchange for HydRx Shares.

 

About Radiant

 

Radiant is a British Columbia based company focused on the healthcare sector.  Currently, the principal business of the Company is the identification, evaluation, and acquisition of interests in healthcare assets and businesses, with a focus on the Canadian medical cannabis sector.

 

On Behalf of the Board of Directors

 

Brett Walker

President & Chief Executive Officer

 

For further information, please contact:

 

Brett Walker

President & Chief Executive Officer

(604) 366-7460

 

Forward-Looking Statements

 

This news release includes certain statements that constitute "forward-looking information" within the meaning of applicable Canadian securities laws.  Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements.  Statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations and orientations regarding the future.  Often, but not always, forward looking statements can be identified by words such as "pro forma", "plans", "expects", "may", "should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved.  Such forward-looking statements include, among others, statements as to the terms and conditions of the Transaction, the completion of the Private Placement, the anticipated business plans and timing of future activities and the prospects of the success of the Company and HydRx, including changes in management.  Actual results could differ from those projected in any forward-looking statements due to numerous factors including risks and uncertainties relating to the inability of the Company or HydRx, as applicable, to obtain the requisite approvals for the Transaction and general economic, market or business conditions.  These forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in these forward-looking statements.  Although the Company believes that the beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance that those beliefs, plans, expectations, or intentions will prove to be accurate.  Readers should consider all of the information set forth herein and should also refer to the risk factors disclosed in the Company's periodic reports filed from time-to-time with Canadian securities regulators.  These reports and the Company's public filings are available at www.sedar.com.