Publicly-Traded Australian Company Zelda Therapeutics to Acquire American Cannabis Company Ilera Therapeutics

Zelda to merge with US-based Ilera Therapeutics to create a leading global therapeutic medicinal cannabis company

· Merger brings together a leading pipeline of clinical candidates, revenue generating medicines, and a combined strategy to disrupt global medicinal cannabis and pharmaceutical markets

· With operations in Australia and the USA, the merged company will have access to the world’s largest, most profitable and fastest growing medicinal cannabis markets

· Merged company will generate revenue from proprietary cannabis formulations developed by Ilera Therapeutics and launched in Pennsylvania under the HOPE™ brand. Ilera Therapeutics has rights to HOPE™ in markets outside of PA and has plans to market this and other proprietary products across the USA and into global markets

· Merged company, through its dermatology subsidiary, will also generate proprietary dermatology-focused products for both the retail and cannabis regulated markets, created by Dr Karyn Grossman, a renowned, board certified cosmetic dermatologist

· Zelda gains access to a world-class US-based management team with a successful track-record in the pharmaceutical and cannabis sectors

· Merger captures synergies to drive significant uplift in value for both companies

Zelda Therapeutics Limited (ASX: ZLD, OTCQB: ZLDAF) (“Zelda”) is pleased to announce a proposed merger of equals with Ilera Therapeutics LLC (Ilera Therapeutics), a privately held medicinal cannabis and cannabinoid science company based in the United States. Subject to approval from Zelda shareholders, and all conditions of sale being met, Zelda is proposing to acquire 100% of Ilera Therapeutics through an all-scrip transaction.

Ilera Therapeutics is a therapeutically focused medicinal cannabis and cannabinoid science company recently spun-out of Ilera Healthcare LLC with which Zelda had entered into a strategic partnership in March 2019. Its operations are centred in the US States of Pennsylvania and Louisiana while its clinical networks and distribution channels span North America.

The merger between Zelda and Ilera Therapeutics will create a global medicinal cannabis company, which will be rebranded as “Zelira Therapeutics Limited”. The merger brings together a world-class portfolio of revenue generating medicines and products undergoing clinical development that are expected to enter the market from 2020. Zelira’s disruptive ‘launch, learn and develop’ model will be deployed to rapidly commercialise products targeting large addressable markets such as pain, sleep and anxiety.

With operations in Australia and the USA, Zelira will have a strong platform to access global medicinal cannabis markets. Ilera Therapeutics provides direct access to the USA, the world’s largest medicinal cannabis market with over four million registered patients, while Zelda provides complementary access to the world’s fastest growing markets including Australia, Germany and the United Kingdom. The merger brings together long-term supply and distribution relationships with pharmaceutical grade manufacturers in Europe (HAPA pharm BV via Zelda) and the USA (Ilera Healthcare and Ilera Holistic via Ilera) ensuring access to large scale quantities of pharmaceutical-grade medicinal cannabis to supply large and growing patient populations.

Zelira Therapeutics will also bring together world-class expertise in clinical trial design, drug development, cannabinoid science research and consumer marketing along with a strategy to commercialise and disrupt existing medicinal cannabis and pharmaceutical markets.

The merged company also gains a highly experienced US-based management team with a successful track-record in the cannabis sector. It is proposed that three members of the Ilera Therapeutics team will join the Zelira Therapeutics Board including Mr Osagie Imasogie (as Chairman) and Ms Lisa Gray (as Director).

Osagie and Lisa each bring over 30 years’ experience in the fields of law, corporate finance, intellectual property, global healthcare and the pharmaceutical industry. Most recently, Osagie and Lisa were part of the team that founded their first cannabis company, Ilera Healthcare LLC. In just over two years the business was established, underwent significant growth and expects to generate annual revenues in excess of US$40m. In August 2019 it was announced that Ilera Healthcare LLC was to be acquired by TerrAscend Corp in a deal worth a minimum of US$125m and up to US$225m, contingent on performance milestones being met. The transaction successfully closed on September 16, 2019.

Zelda’s Chairman, Harry Karelis commented “This is a transformational opportunity for both companies. The merger will create one of the world’s leading medicinal cannabis companies with a rich pipeline of clinically validated products under development and unique access to the world’s largest and fastest growing cannabis markets. As markets for medicinal cannabis become increasingly regulated, our strategy of undertaking robust clinical trials to validate and differentiate our products is recognised as being at the forefront in this sector. The merger will enable the combined company to accelerate plans to disrupt the medicinal cannabis and pharmaceutical markets globally.”

Ilera Therapeutics and Zelda are an excellent and natural fit, given our respective clinical development strategies and operational expertise. Both companies have successful track records of creating substantial value for shareholders and, together, we will retain and further build on this focus.

Ilera Therapeutics’ Chairman, Osagie Imasogie

Our ability as a merged company to immediately capture growth opportunities in the rapidly expanding global medicinal cannabis market will be significantly enhanced. Ultimately, our objective is to deliver high quality, clinically validated products and options to patients and physicians.

To see the full details of the proposed merger see the announcement lodged on the ASX (link here).

About Zelda Therapeutics (www.zeldatherapeutics.com)

Zelda Therapeutics Ltd is an Australian-based bio-pharmaceutical company developing proprietary cannabinoid formulations to treat a variety of medical conditions. The Company is undertaking:

· Human clinical trials focused on insomnia, autism and opioid reduction with activities in Australia and the USA.

· Preclinical research to examine the effect of cannabinoids in breast, brain and pancreatic cancer and also diabetes-associated cognitive decline.

The company conducts this work in partnership with world-leading researchers and organisations including Complutense University in Madrid, Spain; Curtin University in Perth, Western Australia; the Telethon Kids Institute in Perth; the University of Western Australia, in Perth; St. Vincent’s Hospital in Melbourne, Australia; and the Children’s Hospital of Philadelphia (CHOP) in the United States

Zelda has also formed strategic partnerships with HAPA Medical BV, to access their EU-GMP grade manufacturing capabilities and their German distribution networks and Ilera Healthcare, a vertically integrated cannabis company with operations in Philadelphia, and Aunt Zelda’s, with operations based in California. Together these partnerships provide access to over four million registered medicinal cannabis patients globally for clinically validated Zelda products.

About Ilera Therapeutics LLC

Ilera Therapeutics LLC is a US-based company established by a team of experienced executives in the global bio-pharmaceutical sector. The Company is based in Pennsylvania and engaged in the development and formulation of proprietary, branded cannabis products and cannabinoids science focused on targeted medical and other indications.

The Team developed two proprietary formulations (HOPE™) already launched and generating revenue in Pennsylvania, has lab capabilities to develop formulations in Pennsylvania and Louisiana with ability to conduct clinical trials and is establishing a national footprint across the US for the licensing of its products. The company also has a partnership with Ethicann for the development of a proprietary product, CAN-001, which is being developed for the treatment of chemotherapy-induced nausea and vomiting (CINV), which occurs in approximately 80% of the new 23.6 million cases of cancer annually worldwide. The global market for treating CINV with THC is estimated by Ethicann at USD $2.66 billion.

Source: Company

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