Tropic International Inc. Completes Acquisition of Notox Bioscience Inc. and Exclusive Cleveland Clinic License
Woodstock, Ontario--(Newsfile Corp. - June 14, 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 completed the acquisition of Notox Bioscience Inc., a private Nevada corporation ("Notox"), pursuant to a definitive share exchange agreement. Tropic entered into the share exchange agreement with Notox and all the shareholders of Notox on June 6, 2016.
As disclosed in Tropic's press release dated June 7, 2016, 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") formerly 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, which Notox plans to develop into the world's first credible and healthier non-toxic alternative to Botox.
"We believe that Notox is a game changer in the aesthetic and pain management market," said John Marmora, Tropic's President. "As a healthier choice, we believe health conscious consumers will appreciate the opportunity to achieve their aesthetic goals using our non-toxic procedures."
Upon the closing of the share exchange agreement, the former shareholders of Notox received 100 million restricted shares of Tropic's common stock and the private Ontario corporation referenced above assigned its rights and obligations under the license agreement to Notox. In addition, John Marmora resigned as the Chief Executive Officer of Tropic and the sole officer and director of Notox, Zoran Konević, was appointed to lead Tropic as the company's new CEO and to oversee the marketing of Notox throughout the world. Mr. Konević has the experience and knowledge needed to lead Tropic, and through his extensive global connections built over a 30-year span, makes Tropic confident that the value for the shareholders will be achieved as planned. Mr. Konević has also been appointed as a director of Tropic.
Pursuant to a covenant in the share exchange agreement and as part of a minor restructuring, Tropic now plans to proceed with a 1:2 reverse split that is expected to be completed by mid-July.
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 innovative technologies through its wholly owned Nevada subsidiary Notox Bioscience Inc. and its majority owned Ontario, Canada subsidiary, Tropic Spa Inc. The company's goals are to market a credible, non-toxic alternative to Botox through the former and a unique, affordable home mist tanning system through the latter.
For more information, please contact:
John Marmora — President
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: 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.