Creso Pharma Ltd proposed to acquire Kunna Canada Ltd. and its medicinal cannabis unit Kunna SAS for up to US$7.15 million in shares.
The consideration shares will be issued based on an assumed market price of A$1.10 per Creso share. The deal also includes up to US$1 million in performance shares priced A$1.10 apiece and a US$250,000 exclusivity option payment. The exclusivity fee is expected to be paid Jan. 2, 2018.
The performance shares will convert into Creso ordinary shares on a 1-for-1 basis when Kunna SAS successfully cultivates and sells 100 kilograms of cannabis from its operations within 18 months of settlement of the acquisition.
The shares will be issued subject to shareholder and regulatory approvals.
The proposed acquisition makes Creso the only Australian-listed medicinal cannabis company with direct exposure to the Colombian market, with a better foothold in the wider Latin American medicinal cannabis market, the company said.
The agreement is subject to Creso completing due diligence on Kunna, regulatory and shareholder approvals and Kunna acquiring cultivation license, all of which must be satisfied by April 30, 2018.
The deal is expected to close by March-April 2018.