Khiron Life Sciences Announces Closing of the Sale of Its European Business

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Khiron Life Sciences Corp. (TSXV: KHRN) (OTCQX: KHRNF) announces the completion of the sale of its European subsidiaries to 2518542 Alberta Ltd. for $3,000,000. The sale includes Khiron Europe GmbH, Zerenia Clinics Limited, PharmaDrug Production GmbH, Khiron Life Sciences UK Limited, and Khiron Life Sciences Spain SL. The base purchase price was partially satisfied by a pre-paid deposit of $500,000 and prior growth capital advances. Further adjustments to the purchase price were made for closing working capital and indebtedness, resulting in no further amount owed and no vendor take-back promissory note delivered.

Toronto, Ontario--(Newsfile Corp. - November 17, 2023) - Khiron Life Sciences Corp. (TSXV: KHRN) (OTCQX: KHRNF) ("Khiron" or the "Company") is pleased to announce that the Company has completed the sale of its European subsidiaries, being Khiron Europe GmbH ("Khiron Europe"), Zerenia Clinics Limited ("Zerenia UK"), PharmaDrug Production GmbH ("Pharmadrug"), Khiron Life Sciences UK Limited ("Khiron UK") and Khiron Life Sciences Spain SL ("Khiron Spain", and collectively with Khiron Europe, Zerenia UK, Pharmadrug and Khiron UK, the "Subject Subsidiaries", and each, a "Subject Subsidiary") to 2518542 Alberta Ltd. (the "Purchaser"), a company controlled by Avonlea-Drewry Holdings Inc. for an aggregate base purchase price of $3,000,000 (the "Transaction").

Pursuant to the terms of an amended and restated share purchase agreement dated November 15, 2023 between the Company and Purchaser (the "Restated Purchase Agreement"), the base purchase price was partially satisfied by a pre-paid deposit of $500,000 and the prior advance of growth capital in an aggregate amount of $1,450,000 to the Company from the Purchaser. In accordance with the Restated Purchase Agreement, the balance of the purchase price was to be satisfied by way of a three-year, unsecured, non-interest bearing vendor take-back promissory note to be issued by the Purchaser (the "VTB Note"). However, as a result of further adjustments made to the base purchase price for the Subject Subsidiaries' closing working capital and indebtedness, which adjustments were made in accordance with the Restated Purchase Agreement, no further amount of the purchase price was owed and therefore no VTB Note was delivered by the Purchaser upon the completion of the Transaction.

Neither 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.

About Khiron Life Sciences Corp.

Khiron is a leading global medical cannabis company with core operations in Latin America. Leveraging wholly owned medical health clinics and proprietary telemedicine platforms, Khiron combines a patient-oriented approach, physician education programs, scientific expertise, product innovation, and focus on creating access to drive prescriptions and brand loyalty with patients worldwide. The Company is led by its co-founder and Chief Executive Officer, Alvaro Torres, together with an experienced and diverse executive team and board of directors.

Contact:
Alvaro Torres
Chief Executive Officer
Tel: +57 17442064

Investor Contact:
E: investors@khiron.ca

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/187956

FAQ

What subsidiaries did Khiron Life Sciences Corp. sell?

Khiron Life Sciences Corp. sold Khiron Europe GmbH, Zerenia Clinics Limited, PharmaDrug Production GmbH, Khiron Life Sciences UK Limited, and Khiron Life Sciences Spain SL.

Who did Khiron Life Sciences Corp. sell its European subsidiaries to?

Khiron Life Sciences Corp. sold its European subsidiaries to 2518542 Alberta Ltd.

How much did Khiron Life Sciences Corp. sell its European subsidiaries for?

Khiron Life Sciences Corp. sold its European subsidiaries for $3,000,000.

How was the base purchase price for the sale of the subsidiaries satisfied?

The base purchase price was partially satisfied by a pre-paid deposit of $500,000 and prior growth capital advances.

Was a vendor take-back promissory note delivered upon the completion of the Transaction?

No, as a result of further adjustments made to the purchase price, no vendor take-back promissory note was delivered.