Tropic International Inc. Announces Agreement To Acquire Notox Bioscience Inc. And Exclusive License From The Cleveland Clinic
Woodstock, Ontario--(Newsfile Corp. - June 7, 2016) - Tropic International Inc. (OTCBB: TRPO) (OTCQB: TRPO) ("Tropic"), a Nevada corporation in the business of developing and commercializing innovative technologies, is pleased to announce that it has entered into a share exchange agreement with Notox Bioscience Inc., a private Nevada corporation ("Notox"), and all the shareholders of Notox, pursuant to which Notox is expected to become a wholly owned subsidiary of Tropic.
Notox was recently formed for the purpose of acquiring 100% of the right, title and interest in and to an exclusive license agreement with The Cleveland Clinic Foundation (the "Clinic") currently held by a private Ontario corporation. The license agreement grants the holder the exclusive license to certain patented intellectual property of the Clinic relating to the treatment of a neuromuscular defect developed by Dr. Frank Papay, MD, FACS Chairman Dermatology and Plastic Surgery Institute, Cleveland Clinic, making it the world's first credible and healthier non-toxic alternative to Botox, and in particular, the ability to produce and sell products that incorporate such intellectual property in the fields of aesthetics and pain.
The share exchange agreement provides that the current shareholders of Notox will receive 100 million restricted shares of Tropic's common stock at the closing in exchange for selling all of their Notox shares to Tropic, and contains a number of closing conditions, including the execution of an agreement that assigns the private Ontario corporation's rights and obligations under the license agreement to Notox. The share exchange agreement also includes a covenant of Tropic that it will complete a 1:2 reverse split within 90 days of the closing date. Upon the completion of the transaction, of which there is no guarantee, the reverse split, the conversion of preferred shares of an existing Tropic subsidiary in June 2017, the exchange of certain other outstanding shares of another existing Tropic subsidiary and the issuance of certain shares pursuant to subscriptions received, Tropic will have approximately 108 million issued and outstanding shares of common stock.
John Marmora, Tropic's President and CEO, stated: "The execution of the Notox share exchange agreement represents an extremely important milestone for Tropic. Over the past few years we have been working diligently to bring value to Tropic's shareholders, and acquiring Notox and the rights to the Cleveland Clinic license agreement should allow us to achieve those goals. I look forward to building Notox into a globally recognizable brand and enabling Tropic to move forward as a successful enterprise for years to come."
This news release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States. The securities referenced herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold in the United States except in compliance with one or more exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About Tropic International Inc.
Tropic International Inc. (OTCBB: TRPO) (OTCQB: TRPO) is in the business of developing and commercializing an innovative home mist tanning system through its majority owned Ontario, Canada subsidiary, Tropic Spa Inc. The company's goal is to market a unique, affordable system for convenient home use that delivers a full-body application and eliminates the harmful health effects associated with traditional tanning beds such as exposure to ultraviolet (UV) radiation, the consequences of which have been well-documented by numerous organizations including the American Cancer Society and the Canadian Cancer Society.
Tropic International Inc. has finalized the design of its home mist tanning system, applied for and acquired United States and Australian patents and has patents pending for Canada, China and the European Union.
For full product information, please visit the company's website at www.tropicspatan.com.
John Marmora - CEO
Safe Harbor Statement and Forward-Looking Statements
This news release may contain forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause the company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. Forward-looking statements reflect the company's current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, investors should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, information related to: the company's ability to complete the acquisition of Notox; anticipated operating results; relationships with customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue operations and take advantage of opportunities; legal proceedings and claims. Except as required by law, the company assumes no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.