Preveceutical Signs Agreement with Asterion Cannabis to License Products & Engages Monster Media for IR Services
August 15, 2018 MJ Shareholders
August 15th, 2018
PreveCeutical Medical Inc. (“PreveCeutical”) (CSE: PREV, OTCQB: PRVCF, FSE: 18H), and Asterion Cannabis Inc. (“Asterion”) announce that they have signed an agreement (the “Licensing Agreement”), whereby Asterion has granted to PreveCeutical a worldwide licence to use, manufacture, distribute and sell three Health Canada approved natural health products (the “Products”). PreveCeutical also announces that it has entered into an agreement with Monster Media, LLC (“Monster Media”), pursuant to which Monster Media will provide investor relations services to PreveCeutical (the “IR Agreement”).
Licensing Agreement with Asterion
Under the terms of the Licensing Agreement, Asterion has granted to PreveCeutical a non-exclusive licence (with a right to sublicense in accordance with the terms of this Agreement) to use Asterion’s intellectual property to make or have made, use, distribute, sell, offer to sell and promote the Products for an inital term of five years, renewable for five consecutive one year terms. PreveCeutical will pay to Asterion a royalty equal to 20% of the gross sales from the Products sold by PreveCeutical.
Asterion will remain the sole and exclusive owner of all intellectual property licensed to PreveCeutical under the Licensing Agreement, and all of the Products marketed, promoted, leased and sold by PreveCeutical under the Licensing Agreement will be marketed, promoted, leased and sold solely under PreveCeutical’s branding and trademarks.
The Products that are the subject of the Licensing Agreement consist of three natural sleep aids –
“Blissful Sleep”, “Blissful Sleep Ex” and “Skullcap Serenity”. Skullcap Serenity can also be used to help relieve anxiety and pain. All three of the Products have undergone thorough testing and meet or exceed the requirements of the European Pharmacopoeia and Health Canada in all quality measurements.
The Products’ ingredients are traditionally used in herbal medicine as non-addictive sleep aids. Blissful Sleep and Blissful Sleep Ex contain hops (Humulus lupulus) and root of valerian (Valeriana officinalis), while Skullcap Serenity contains powdered or extracted American Skullcap (Scutellaria lateriflora) leaves. Skullcap Serenity’s ingredients are also traditionally used to calm nervousness and alleviate pain associated with menstrual cramps. For consumers using cannabis to relieve anxiety and aid sleep, the Products can be used as complementary therapies.
As Preveceutical entered into the Licensing Agreement with current and former directors and executive officers of PreveCeutical (the “Related Parties”), the Licensing Agreement constitutes a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). PreveCeutical relied on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, of MI 61-101, as, at the time the Licensing Agreement was entered into by PreveCeutical, neither the fair market value of the subject matter of, nor the fair market value of the consideration for the Licensing Agreement exceeded 25% of PreveCeutical’s market capitalization.
IR Agreement with Monster Media
Under the terms of the IR Agreement, Monster Media will provide investor relations and marketing services to PreveCeutical for a period of three months, to be renewed for subsequent three-month terms at the election of PreveCeutical. As part of the services provided under the IR Agreement, Monster Media will host and display advertorial content supplied by PreveCeutical. For these services, PreveCeutical has paid Monster Media a one-time marketing fee of USD $50,000 and will pay Monster Media a monthly hosting fee of USD $2,000.
Monster Media is a media company that provides digital interactive out-of-home advertising solutions in the United States and internationally. It delivers interactive media across various platforms including airports, malls, events, sports and entertainment venues, college campuses, hotels, bus shelters, newsstands, storefronts, mass transit areas, kiosks, and mobile displays.
PreveCeutical is a health sciences company that develops innovative options for preventive and curative therapies utilizing organic and nature identical products.
PreveCeutical aims to be a leader in preventive health sciences and currently has five research and development programs, including: dual gene therapy for curative and prevention therapies for type 2 diabetes and obesity; a Sol-gel drug delivery program; Nature Identical™ peptides for treatment of various ailments; non-addictive analgesic peptides as a replacement to the highly addictive analgesics such as morphine, fentanyl and oxycodone; and a therapeutic product for treating athletes who suffer from concussions (mild traumatic brain injury).
PreveCeutical sells CELLB9®, an Immune System Booster. CELLB9® is an oral solution containing polarized and potentiated essential minerals extracted from a novel peptide obtained from Caribbean Blue Scorpion venom. This product is available on PreveCeutical’s website.
For more information about PreveCeutical, please visit www.PreveCeutical.com, follow us on Twitter: http://twitter.com/PreveCeuticals and Facebook: www.facebook.com/PreveCeutical.
Asterion is a Canadian cannabis company with operations in Australia, specializing in medical cannabis with a goal of becoming an industry leader in next generation cannabis products. Asterion is focused on the future of precision agriculture and aims to produce the highest quality genetically uniform cannabis strains, at an affordable price.
Asterion is led by a team of highly experienced executives with over 120 years of combined experience in medical cannabis, renewable energy, capital markets, and other highly relevant sectors across North America, Oceania, Europe, Africa and Asia.
About Ryan Allway
Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.
MJShareholders.com is the largest dedicated financial network and leading corporate communications firm serving the legal cannabis industry. Our network aims to connect public marijuana companies with these focused cannabis audiences across the US and Canada that are critical for growth: Short and long term cannabis investors Active funding sources Mainstream media Business leaders Cannabis consumers