Calyx Completes Acquisition of Cannigistics Agri-Solutions Corp.
December 9, 2014 – Vancouver, British Columbia - Calyx Bio-Ventures Inc. (TSXV:CYX) (“Calyx”
and “the Company”) is pleased to announce that, further to its news release of September 24, 2014, it
has completed the acquisition of Cannigistics Agri-Solutions Corp. (“Cannigistics”), a company focused
on bringing sophisticated, versatile, and flexible technology solutions to advanced indoor agriculture.
In accordance with the terms of the Share Purchase Agreements (the “Share Purchase Agreements”)
among Calyx, Cannigistics and the shareholders of Cannigistics (the “Cannigistics Shareholders”),
Calyx has issued a total of 10,000,000 common shares to the Cannigistics Shareholders in exchange for
all of the issued and outstanding shares of Cannigistics.
Pursuant to the terms of the Share Purchase Agreements, Calyx will issue an additional 3,000,000
common shares to the Cannigistics Shareholders upon the completion of certain performance milestones
by Cannigistics on or before April 15, 2015 (the “Milestone Shares”).
“We are excited to have joined Calyx, and look forward to benefitting from Calyx’s bioscience and
agriculture expertise as we advance the Cannigistics suite of software products” said Roger Forde,
President and CEO of Cannigistics.
Don Konantz, President and CEO of Calyx commented that “Cannigistics has identified an attractive
market for its software products, and Calyx looks forward to providing Cannigistics with the means to
accelerate its development and advance its marketing plan going forward.”
Further to the TSX Venture Exchange’s bulletin of November 26, 2014 approving the Share Purchase
Agreements, Calyx, Cannigistics and the Cannigistics Shareholders have executed an amending
agreement to the Share Purchase Agreements dated December 4, 2014, pursuant to which the issuance of
the Milestone Shares will no longer be subject to the completion of an equity financing by Calyx.
Both the Board of Directors and the TSX Venture Exchange have approved the completion of the
acquisition of Cannigistics Agri-Solutions Corp. With respect to the Company’s previously announced
pursuit of business opportunities in the MMPR space, Calyx confirms that it has no plans to submit and
application to Health Canada for its own MMPR license and the Board of Directors has not approved the
Company applying for an MMPR license from Health Canada.
Beyond the now completed acquisition of Cannigistics Agri-Solutions Corp, Calyx currently has no other
plans for prospective investment in the MMPR industry. In the event that either the Company or any
other entity the Company may invest in, applies for, or acquires an MMPR license from Health Canada,
there are stringent licensing requirements, which would be applicable including significant infrastructural
requirements of attaining and maintaining a license such as an indoor growing facility with physical
barriers, visual monitoring, recording devices, intrusion detection, air filtration systems, as well as other
important controls around distribution and access. Any facility meeting the rigorous licensing
requirements of Health Canada must be available for inspection by Health Canada before any license can
be granted and no company can legally grow or sell medical marijuana without a license from Health
Canada. A follow on venture or investment into an MMPR license will require prior approval from the
Company’s Board of Directors and the Exchange and could require shareholder approval.
The foregoing clarifying statements with respect to the Company’s present and planned activities in the
MMPR space are being issued as a result of a review by the British Columbia Securities Commission.
Cannigistics is a software development company that has created an enterprise software platform tailored
to advanced indoor agriculture. The Cannigistics software platform is designed to enhance the efficiency
and effectiveness of indoor agricultural operations, and positions Cannigistics to be the industry leader in
agri-software solutions by providing businesses with advanced controls over all aspects of their
Calyx’s wholly-owned subsidiary, Cannigistics Agri-Solutions Corp, is a software development company
that has created an enterprise software platform tailored to advanced indoor agriculture. In addition,
Calyx owns a portfolio of proprietary intellectual property with applications in crop enhancement. Calyx
also has an approximate shareholding of 25% in Agrisoma Biosciences Inc., a company which is
commercializing carinata, a non-food energy feedstock crop, for biofuel production.
For further information about Calyx, please visit www.calyxbio.com or contact:
President & CEO
Calyx Bio-Ventures Inc.
For additional information about Cannigistics, please visit www.cannigistics.com or contact:
President & CEO
Cannigistics Agri-Solutions Corp.