Notox Signs Binding Letter of Intent to Acquire Assets of Canadian Aesthetic and Medical Beauty Distributor
Richmond Hill, Ontario--(Newsfile Corp. - July 23, 2019) - Notox Technologies Corp. (OTCQB: NTOX), a Nevada corporation in the business of developing and commercializing innovative technologies ("Notox" or the "Company"), is pleased to announce that it has entered into a binding letter of intent (the "LOI") with Xthetica Inc., a private Canadian aesthetic and medical beauty distributor ("Xthetica"), to acquire certain of Xthetica's assets in consideration for the issuance of shares and warrants of Notox to the sole shareholder of Xthetica, Mr. Manny Kapur. Those assets include Xthetica's rights and obligations under a series of distribution agreements with manufacturers of aesthetic and medical beauty products, access to all of Xthetica's current inventory and the goodwill of Xthetica.
Xthetica currently services a large number of clinics in the Canadian market. Through the acquisition, Notox is expected to gain direct access to more than 200 of those clinics along with the right to distribute a variety of products and services currently controlled by Xthetica. Upon obtaining any necessary regulatory approvals, such access will allow the Company to seamlessly start delivering its patented technologies to those clinics as well. The model of direct distribution to clinics is the next step in Notox's evolution and is poised to generate substantial and sustainable shareholder value.
The Company has substantially completed its due diligence investigation of Xthetica and anticipates entering into a definitive agreement in respect of the proposed transaction on or before August 15, 2019. The definitive agreement will supersede the LOI in its entirety and govern the completion of the transaction, including the transfer of Xthetica's assets to a newly created Nevada corporation currently owned by Mr. Kapur and the issuance of an aggregate of 10,000,000 shares and warrants of the Company to Mr. Kapur over a period of three years.
The LOI includes a number of closing conditions, including the completion of satisfactory due diligence by the Company, the completion of the assignment of the assets by Xthetica, and the satisfactory review by the parties of the tax and securities implications of the proposed transaction. The LOI also requires the Company to cause a new wholly owned subsidiary to enter into employment or consulting agreements in form and substance acceptable to Xthetica with a maximum of seven individuals recommended to the Company by Xthetica, which agreements are currently being negotiated.
"We always knew that reaching clinics with new products would require an investment into additional internal and external resources, which Notox as an organization did not have. We were working tirelessly to find an appropriate partnership that would make sense, and acquiring proven and immediate access to the retail market in Canada was on our radar for some time. Combining our ability to deliver our own aesthetic and health solutions with Xthetica's current products and services made all the sense in the world since it has positioned us for growth beyond the Canadian market," stated Zoran Konević, the Company's Chief Executive Officer. "Many people may not know that Manny Kapur was recently inducted to the prestigious Canadian Healthcare Marketing Hall of Fame, and it is a dream come true for me personally to start working with both Manny and the Xthetica team. We could not be happier with the quality of Xthetica's people or Manny's high-integrity approach to life and business. His stellar reputation was immediately obvious to me and we were able to find so many common interests that could not be ignored."
"I'm very excited that the Xthetica brand as it grows in Canada can combine so well with the larger Notox opportunity. It will position us competitively at the global level and provide us with a larger platform to work with," stated Manny Kapur, Xthetica's President. "Working with Zoran and his team has been great as our future outlook and culture is aligned. The synergy will allow Notox and Xthetica to tap into the aesthetics, beauty and wellness growth that is exploding globally. Zoran's vision and integrity gives me and my team a solid footing into the future, and we look forward to making progress on an already solid and growing business together."
About Notox Technologies Corp.
Notox Technologies Corp. (OTCQB: NTOX) is in the business of developing and commercializing innovative technologies primarily through its wholly owned Nevada subsidiary Notox Bioscience Inc. The Company's goals are to market a credible, non-toxic alternative to Botox and subsequently develop other features of its Notox technology such as drug-free pain management, body countering, skin tightening and anti-perspiration. In addition, the Company is seeking to build its distribution capabilities for other medical and aesthetic products around the world.
About Xthetica Inc.
Xthetica is a customer-centric boutique company committed to the creation of a new global standards in patient experience that will transform the industry. It aims to provide all aesthetic partners with the same superior customer service that acts as the platform for customers in their practice. With the rapid growth of the beauty world market, Xthetica is poised to provide suitable conditions to successfully address great economic opportunities in the field of minimally invasive aesthetic dermatology.
For more information, please contact:
Zoran Konevic - 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 completion of the proposed transaction with Xthetica; anticipated operating results; relationships with customers and strategic partners; consumer demand; financial resources and condition; the ability to list any securities for trading on a recognized exchange; changes in revenues; changes in profitability; changes in accounting treatment; changes in management; 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; and 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.
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