Tetra Bio-Pharma Inc. (“Tetra” or the “Corporation”) (TSX VENTURE: TBP) (OTCQB:TBPMF), a global leader in cannabinoid-based drug development and discovery, announced today that its board of directors has declared a dividend-in-kind (the “Dividend”) of 15,500,000 common shares (each a “North Bud Share”) of North Bud Farms Inc. (“North Bud”) owned by Tetra pro rata to the holders of record of outstanding common shares (each, a “Tetra Share”) of Tetra (the “Shareholders of Record”) as at September 7, 2018 (the “Dividend Record Date”). The Dividend will be payable on September 12, 2018. Tetra Shares purchased on the TSX Venture Exchange (the “Exchange”) on or after September 6, 2018 will not be eligible to receive the Dividend. The Corporation would like to remind all holders of Tetra options or warrants who intend to exercise their securities and participate in the Dividend that they should proceed to do so well in advance of the ex-dividend date in order to ensure that they are eligible to receive the Dividend.
The North Bud Shares were acquired by the Corporation in connection with the previously announced sale by the Corporation of GrowPros MMP Inc., details of which are contained in the Corporation’s previous press releases issued on December 21, 2017 and February 22, 2018. The Corporation has filed a Form 3E with the TSX Venture Exchange in respect of the Dividend, notifying the TSX Venture Exchange of the Dividend Record Date.
The Dividend will be paid and satisfied in full by the Corporation transferring the North Bud Shares to the Shareholders of Record on the Record Date, on a pro rata basis, subject to certain adjustments to account for the Corporation’s withholding obligations under applicable tax laws (as described below). No fractional North Bud Shares, cash or any other form of payment will be payable under the Dividend. Any fractional interests in North Bud Shares under the Dividend will be rounded down to the nearest whole number of shares. Based upon the number of Tetra Shares currently outstanding, and without taking into account the exercise of any options or warrants currently outstanding or the effect of rounding for fractional interests, approximately 0.1012 North Bud Shares will be paid under the Dividend for every 1 Tetra Share held by a Shareholder of Record on the Record Date.
The Dividend will be an “eligible dividend” for the purposes of the Income Tax Act (Canada) and corresponding provincial legislation. The Dividend will be taxable and non-residents of Canada will be subject to Canadian withholding taxes. In order to comply with its statutory withholding obligations, Tetra will, with respect to Shareholders of Record having a registered address outside of Canada on the Record Date, withhold and retain all interest, right and title to that number of North Bud Shares required to meet the Company’s withholding obligations with respect to such shareholders (the “Withheld Shares”) and remit to the Canada Revenue Agency, in cash, the equivalent of the fair market value of the Withheld Shares. The fair market value of the North Bud Shares distributed under the Dividend shall be, subject to certain exceptions, equal to the volume weighted average trading price of the common shares in the capital of North Bud on the Exchange for a period of 5 consecutive trading days prior to the Dividend payment date. Shareholders of Record with questions regarding the tax treatment of the Dividend in their personal circumstances should consult with their own tax advisors or contact their local office of the Canada Revenue Agency and, where applicable, the provincial taxation authorities.
North Bud has filed a final prospectus on August 21, 2018 with the Ontario Securities Commission. The prospectus is available on SEDAR under North Bud’s profile at www.sedar.com. Shareholders are urged to read the prospectus in full, as it contains important information regarding the Dividend, including regarding certain risk factors and certain income tax matters.
This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. The North Bud Shares may not be offered or sold in the United States by holders thereof unless registered under the U.S. Securities Act of 1933, as amended, and applicable state securities laws or an exemption from such registration is available.
About Tetra Bio-Pharma Inc.
Tetra Bio-Pharma (TSXV:TBP.VN) (OTCQB:TBPMF) is a biopharmaceutical leader in cannabinoid-based drug discovery and development with a Health Canada approved, and FDA reviewed, clinical program aimed at bringing novel prescription drugs and treatments to patients and their healthcare providers. The Company has several subsidiaries engaged in the development of an advanced and growing pipeline of Bio Pharmaceuticals, Natural Health and Veterinary Products containing cannabis and other medicinal plant-based elements. With patients at the core of what we do, Tetra Bio-Pharma is focused on providing rigorous scientific validation and safety data required for inclusion into the existing bio pharma industry by regulators, physicians and insurance companies.
For more information visit: www.tetrabiopharma.com
About North Bud Farms Inc.
North Bud Farms Inc., through its subsidiary GrowPros MMP Inc., is pursuing a license under the Access to Cannabis for Medical Purposes Regulations (ACMPR). North Bud is dedicated to the production of both pharmaceutical and food grade cannabinoid inputs. North Bud recently became a reporting issuer in Ontario and has received conditional acceptance to list its common shares on the Canadian Securities Exchange (CSE) under the symbol NBUD.
Source: Tetra Bio-Pharma
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.
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Company to obtain sufficient financing to execute the Company’s business plan; competition; regulation and anticipated and unanticipated costs and delays, the success of the Company’s research and development strategies, including this trial, the applicability of the discoveries made therein, the successful and timely completion and uncertainties related to the regulatory process including the applications for Orphan Drug Designation, the timing of clinical trials, the timing and outcomes of regulatory or intellectual property decisions and other risks disclosed in the Company’s public disclosure record on file with the relevant securities regulatory authorities. Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. While no definitive documentation has yet been signed by the parties and there is no certainty that such documentation will be signed. The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
For further information regarding North Bud Farms Inc., please contact:
Vice President, Investor Relations
For further information, please contact Tetra Bio-Pharma Inc.
Chief Financial Officer
438-899-7575 ext. 207
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