March 14, 2017

HydRx Farms and CannScience Innovations complete merger to form Scientus Pharma Inc.

TORONTO, ON---(Marketwired - March 14, 2017) - HydRx Farms Ltd. ("HydRx") and CannScience Innovations Inc. ("CannScience") are pleased to announce that they have executed a definitive share exchange transaction pursuant to which HydRx has acquired all the issued and outstanding shares of CannScience in exchange for HydRx treasury shares. Following the completion of the Business Combination, shareholders of HydRx and former shareholders of CannScience now hold an equivalent number of securities of the Resulting Issuer.

The Resulting Issuer will continue the business of the Company under a new name, subject to regulatory requirements, as Scientus Pharma Inc. ("Scientus" or the "Company"). The new name reflects the company's positioning as a leading biopharmaceutical company with a strong scientific focus.

CoConcurrent with the business combination, the Company has closed a non-brokered private placement of $6,000,000 at $2.60 per common share resulting in total shares outstanding of 29,551,292.

The senior leadership team of Scientus will consist of Har Grover (Executive Chairman), Trevor Folk (Chief Executive Officer), Rav Grover (Chief Financial Officer) and Phil Hemans (Chief Commercial Officer). The Scientific and Medical Advisory Boards will be led by Dr. Lakshmi Kotra and Dr. Hance Clarke.

The merger results in a vertically-integrated biopharmaceutical Licensed Dealer under the Controlled Drug Substance Act (CDSA) and specifically the Narcotics Control Regulations (NCR) of Canada with a focus on developing and commercializing pharmaceutical-grade cannabinoid derivative products. HydRx is an Access to Cannabis for Medical Purposes Regulations (ACMPR) applicant in final review stage awaiting a Pre-License Inspection of its cultivation facility from Health Canada.

Scientus is uniquely positioned as the combined businesses of HydRx and CannScience, which now provides the infrastructure to accelerate ideas from inception to R&D, and from manufacturing to commercial distribution with the regulatory approvals in place to undertake a wide scope of activities on a substantial scale. The Company will leverage these synergies as it drives its positioning as a leading biopharmaceutical company with a focus on developing and commercializing pharmaceutical-grade cannabinoid derivative products.

Notable benefits of the Business Combination include:

  • creation of a vertically-integrated biopharmaceutical Licensed Dealer under with approvals under the Controlled Drug Substance Act (CDSA), the Narcotics Control Regulations (NCR) of Canada and Access to Cannabis for Medical Purposes Regulations (ACMPR);
  • a 45,000-square foot sterile GMP-compliant facility located in Whitby, Ontario;
  • regulatory approval permitting the extraction of Cannabis Resin used to produce formulations and products for domestic and international markets.
  • ACMPR Licensed Producer application to cultivate up to 6,000kg per year, which is in the final review stage of the application and licensing process;
  • access to state-of-the-art R&D laboratory facilities;
  • best-in-class proprietary technology and methods to manufacture cannabinoid extracts (Patent Pending) which allows Scientus to produce continuous, consistent batch profiles, a prerequisite to formulating pharma-grade derivative products targeting the human endocannabinoid system;
  • a strong IP driven business model with a product pipeline supported by scientific and clinical data; and
  • a world class management team and advisory board with deep experience in the life sciences, drug development, clinical practice and product commercialization processes, with experience gained at top tier organizations and research institutions, collectively having raised more than $200M in public/private financings, led more than a dozen commercial launches of major medical products, 40+ patent filings and more than 75 clinical trials.

Scientus' initial product development priorities going forward are rapid onset, reliable and safe delivery systems for treatment of neuropathic pain, epilepsy, PTSD and Postherpetic Neuralgia. By providing pharmaceutical grade product with standardized metered dosing, Scientus hopes to bring rigorous safety standards to the market, and in a way, that addresses the concerns expressed by health care providers who don't want to recommend smoked or vaporized products to their patients.

About Scientus Pharma Inc.

Scientus (www.scientuspharma.com) (the entity resulting from the combination of HydRx and CannScience) is a vertically-integrated biopharmaceutical Licensed Dealer under the Narcotics Control Regulations of Canada with a focus on developing and commercializing pharmaceutical-grade cannabinoid derivative products.

HydRx (www.hydrx.ca) is a Licensed Dealer under the Narcotics Control Regulations (NCR) of Canada and Licensed Producer Applicant under the Access to Cannabis for Medical Purposes Regulations (ACMPR). It has constructed a 45,000-square foot sterile GMP-compliant facility located in Whitby, Ontario. Its Dealers License permits the extraction of Cannabis Resin for use in formulations including cannabinoid based oils, capsules and other products approved under ACMPR, for sale to authorized Licensed Producers and research institutions approved under Section 56b Exemptions.

CannScience (www.cannsci.com) is Canada's leading R & D cannabinoid based biopharmaceutical company. Based in Toronto, its primary mission is biochemical research and product development of therapies targeting the human endocannabinoid system. CannScience has developed a proprietary product platform with an intellectual property portfolio related to the use of cannabinoids in the treatment of a range of indications including oncology, pain management and central nervous system disorders.

For further information contact:

Mr. Trevor Folk

Chief Executive Officer
tfolk@scientuspharma.com
1 (844) 493-7922

Mr. Har Grover

Executive Chairman
hgrover@scientuspharma.com
1 (844) 493-7922

Cautionary Statements

This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements. Scientus undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Scientus, its securities, or financial or operating results (as applicable). Although Scientus believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond Scientus' control. Forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.