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Isodiol International Inc (2)
Symbol ISOL
Shares Issued 40,309,211
Close 2018-12-20 C$ 1.71
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Isodiol to acquire Food Labs for $12-million (U.S.)

2018-12-20 14:26 ET - News Release

Mr. Marcos Agramont reports


Isodiol International Inc. has entered into a binding letter agreement for the acquisition of Food Labs Inc. and formed a strategic investor relationship with Toba Capital LLC. The transaction for Food Labs is valued at $12-million (U.S.), which includes $5-million (U.S.) cash on its balance sheet, and also brings the appointment of a new chief executive officer and chairman of the board of directors of Isodiol.

Food Labs is a brand-focused innovator of hemp- and cannabis-based consumer products with a flagship line of full spectrum, hemp-oil based health and wellness products. The Food Labs management team has extensive experience bringing consumer products to mass retail, including in the ready-to-drink beverage market. Leading the Food Labs team is Michael Cancelleri, who also will become chief executive officer and chairman of the board of directors of Isodiol upon closing the transaction.

"Isodiol is the pioneer of so many firsts in CBD and other hemp extract ingredients that it is the obvious partner for Food Labs and our mutual growth in consumer markets," said Mr. Cancelleri. "I personally look forward to bringing my experience in mass retail investments to Isodiol and helping to shape Isodiol's expansion from the bulk wholesale of CBD to dominance in finished consumer goods, both as a contract manufacturer and as a brand leader."

Food Labs' principal financial partner is Toba Capital LLC, a venture capital firm that was founded in late 2012 by Vinny Smith, former chief executive officer of Quest Software. Toba is one of the largest venture capital firms in Orange county, California, with more than $1-billion (U.S.) invested in approximately 150 companies. A member of Isodiol's board of directors will be appointed by Toba upon closing the transaction.

"As a venture capital firm, Toba is committed to the ongoing financial and managerial support of its portfolio companies," said Vinny Smith, founder of Toba. "We believe the acquisition of Food Labs and its seasoned management team will be a great complement to the opportunities Isodiol and its team have created in this burgeoning industry."

"The addition of Mike and his team at Food Labs and Toba are exactly what Isodiol needs to carry our success into mainstream retail as the rest of the industry struggles to produce innovative hemp ingredients and formulate them into quality finished goods," said Marcos Agramont, chief executive officer of Isodiol. "We have been doing this for years and in many instances figured out how to do it first. We fully intend to continue that success into traditional retails channels. I feel confident ceding the reigns to Mike and Toba and remaining as a resource to the company moving forward."

Isodiol will issue an aggregate amount of shares of its common stock to Food Labs' shareholders in an amount equal to $12-million (U.S.), subject to Canadian Securities Exchange regulations and priced as of the market close on Dec. 18, 2018. A 10-per-cent finder's fee will be paid at the closing of this transaction. Isodiol also will issue Toba warrants in the amount of $5-million (U.S.) with an exercise price of $2 per share, subject to the achievement of milestones to be set forth in the definitive transaction documents.

About Isodiol International Inc.

Isodiol International is focused on the nutritional health benefits that are derived from hemp and is a product development, sales, marketing and distribution company of hemp-based consumer products and solutions. Isodiol has commercialized a 99-per-cent-plus pure, naturally isolated cannabidiol, including microencapsulations and nanotechnology for quality consumable and topical skin care products. Most recently, the company received approval for its CBD designated as an active pharmaceutical ingredient for use in finished pharmaceutical products, as was announced on April 26, 2018.

Isodiol's growth strategy includes the development of over-the-counter and pharmaceutical drugs and continued international expansion into Latin America, Asia and Europe.

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