EastWest Bioscience to Acquire Shares of 1123573 BC Ltd. and Orchard Valley Naturals Ltd.

VANCOUVER, BC / ACCESSWIRE / December 18, 2019 / EastWest Bioscience (the “Company” or “EastWest”) (TSXV:EAST) announces that it has entered a share purchase agreement (the “Agreement”) with Darryl Sangster, Aquila Health Corp. and Sangster’s Real Estate Corp. (collectively, the “Sangster Parties”) for the purchase of shares of 1123573 BC Ltd. (“573”) and Orchard Valley Naturals Inc. (“Valley”). Completion of the Agreement is subject to the approval of the TSX Venture Exchange.

EastWest currently holds 50% of the shares of 573 and Valley. Under the Agreement, EastWest will acquire the remaining 50% shareholdings in 573 and Valley owned by the Sangster Parties. Upon completion of the transaction, EastWest will hold 100% of the shares of 573 and Valley. 573 owns Natural Product Numbers (“NPNs”) for health supplements and Valley owns assets related to the manufacturing of health supplements.

EastWest will pay consideration of 2,769,000 common shares of the share capital of EastWest to the Sangster Parties for the shares of 573 and Valley.

As Rodney Gelineau, President and CEO of EastWest, is a director of EastWest, 573, and Valley, the purchase of the shares of 573 and Valley from the Sangster Parties is considered a “Related Party Transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Corporation will rely upon the exemptions from the minority shareholder approval and valuation requirements set out in Sections 5.7(1)(a) and 5.5(a), respectively, of MI 61-101.

About EastWest Bioscience Group

EastWest Bioscience is a vertically integrated wellness company with the infrastructure to become a global giant in the Hemp & CBD consumer health market. Since it was founded in 2016, EastWest continues to grow as a high-quality producer, manufacturer and distributor of multiple lines of premium health and hemp products. EastWest currently has more than 200+ NPN’s in its stable of products.

EastWest’s Hemp consumer product lines are divided into four distinct brands: 1) Natural Advancement – natural biopharmaceutical health supplements; 2) Earth’s Menu – all-natural hemp superfoods; 3) Natural Pet Science – pet food and pet supplements; and 4) ChanvreHemp – all-natural health and beauty products.

In Canada, EastWest has a 34,000 Sq. Ft, Health Canada-licensed, GMP (Good Manufacturing Practices) – certified manufacturing facility and produces premium nutraceutical brands, offering natural products for a preventive care lifestyle. EastWest and Benchmark Botanicals (BBT-CSE) also have a Joint Venture Intent to accelerate acquisition of Processor, Analytical and Research and Development licenses under the Cannabis Act in EastWest’s Penticton facility. These three classes of the Cannabis Act license will allow Benchmark and EastWest to build out an extensive extraction, laboratory, and research facility at EastWest’s Health Canada Certified facility.

In the USA, EastWest USA has a Joint Venture with Azema Sciences, securing for EastWest first rights on Azema’s output of bulk CBD and finished CBD products manufactured, and which are ready for sale in the USA and globally. EastWest Science USA (“EastWest USA”), EastWest’s US operating division, will be the preferred distributor for Azema’s finished goods. These finished products will include CBD creams, tinctures and salves which are products not currently in EastWest’s catalogue. Additionally, EastWest will have first right of refusal to all potential opportunities relating to Azema’s Kentucky based CBD processing facility. EastWest currently has TSX Approval for sale of its consumer products in 21 US States.

ON BEHALF OF THE BOARD OF DIRECTORS
EASTWEST BIOSCIENCE GROUP

“Rodney Gelineau”
Co-Founder, Chief Executive Officer and Director

TSXV – Symbol: EAST

Company Website: www.eastwestbioscience.com
Contact: Rodney Gelineau on 1-800-409-1930 or [email protected].

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the terms and conditions of the Acquisition. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Corporation 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 law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: EastWest Bioscience Group

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