CT Developers Ltd. Announces the Execution of a Definitive Agreement for its Proposed Qualifying Transaction _______________________________________________________
CT DEVELOPERS LTD.
1764 Rathburn Road East, Unit1
Mississauga, Ontario, L4W 2N8
_______________________________________________________
NEWS RELEASE
CT Developers Ltd. Announces the Execution of a Definitive Agreement
for its Proposed Qualifying Transaction
_______________________________________________________
August 29, 2018 – Vancouver, British Columbia (TSX-V: DEV.H) CT Developers Ltd. ("CT" or the "Company"), a
capital pool company, is pleased to announce that it has entered into a definitive acquisition agreement
dated August 21 , 2018 (the " Agreement") for the acquisition (the "Proposed Transaction") of Clinical
Blockchain Data Sciences Inc. ("CBDS Health"), a non-reporting company, by way of share exchange with the
shareholders of CBDS Health.
Upon completion of the Proposed Transaction, the business of CBDS Health will become the business of CT.
CT is a capital pool company and the Proposed Transaction is intended to constitute CT's qualifying
transaction ("Qualifying Transaction") under Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The
Proposed Transaction is an arm's length transactio n and accordingly is not expected to require t he approval
of CT shareholders.
About CBDS Health
CBDS Health is revolutionizing clinical trials through the integration of advanced data technologies including
the Internet of Things (“IoT”), Big Data/Analytic s, and Blockchain to capture and manage both human subject
and botanical product data.
CBDS Health offers an integrated, end -to-end, IoT platform, providing clinicians with precision medical data
capture and analytic capabilities, which enables them to conduct reproducible clinical research at a
disruptively low cost. The CBDS Health platform is powered by a state of the art secure, customizable, and
feature-rich service API for external data access and management , as well as providing robust integration
points for third-party systems in supporting more complex capabilities.
The healthcare industry remains among the fastest to adopt IoT capabilities. The reason for this trend is that
integrating IoT features into medical devices greatly improves the quality and effectiveness of service,
bringing especially high value for the elderly, patients with chronic conditions, and those requiring constant
supervision. According to some estimates, spending on healthcare IoT solutions will reach a staggering $1
trillion by 2025 and, hopefully, will set the stage for highly personalized, accessible, and on -time healthcare
services for everyone.
The CBDS Health platform already interfaces with a multitude of IoT devices for capturing real -time health
metrics data in its Life Lab IoT deployment. The Company’s open -standard platform can integrate with third -
party devices that support common IoT connections. CBDS Health is adding further functionality through the
integration of new IoT devices, identity and data validation, and blockchain file management.
The CBDS Health virtual clinical trials platform has been developed over 15 years to capture large
amounts of high-resolution data from any standard protocol IoT sensor, device, or system.
ID & data validation are required in clinical trials to ensure the quality and integrity of the data. The
CBDS Health platform integrates National Institute of Standards and Technology (NIST) Level III.
The challenges for contemporary clinical research are reproducibility, data provenance, data sharing,
personal data privacy and patient enrollment. Blockchain is a key to addressing these challenges,
providing users with the highest degree of control over - and autonomy and trust of - the data and
its integrity.
Clinical trials are studies that evaluate the safety and effectiveness of nutraceuticals, pharmaceuticals and
medical devices following an elaborate study plan (protocol).
Initial clinical trial focus areas for CBDS Health are:
Cannabis Clinical Trials
Performing clinical trials in medical cannabis requires a multifaceted approach, requiring definitive tracking of
not just the trial itself but also the cultivation and acquisition of the targeted cannabis products.
Research into the chemical makeup of cannabis is in its infancy . Current studies show the cannabis plant
containing at least 113 cannabinoids and as many as 500 terpenes and flavonoids, all of which can be
separated out, mixed and matched. Of these, only a handful have been studied for their therapeutic effects.
Although some medical uses for cannabis have been long established — to reduce nausea, for instance, or
treat glaucoma — little present research exists to demonstrate its medical value to the health care
establishment.
Recent studies suggest that unique and synergistic cannabinoid combinations may have a high therapeutic
potential in almost all diseases affecting humans, including cancer, neurodegenerative dise ases, auto -
immune disorders, and many more.
With sufficient research, the proper formulation of cannabinoids could be greatly utilized to improve a
number of common complaints and ailments, like pain, appetite stimulation, and sleep quality. Medical
cannabis is also used to manage common diseases such as dementia, Alzheimer’s, autism, autoimmune
diseases like Crohn’s disease and colitis, and fibromyalgia.
CBDS Health and GrowBuddy Inc. (“GrowBuddy”) have executed an investment and development agreement
under which CBDS Health and GrowBuddy are currently in the process of integrating their cloud platforms
and backend APIs to provide a complete end -to-end solution for clinical trials in the Cannabinoid sector. As a
first of its kind, this venture is already dr awing a high level of corporate and institutional interest globally.
Additionally, GrowBuddy is the world’s most popular cloud -based cannabis cultivation platform with +40,000
users.
The CDBS Health/GrowBuddy cannabis clinical trial platform will track from seed and strain lineage (genetic
sequence) all the way through to the final pharmaceutical and patient consumption, allowing for traceability
in not only which strain and phenotype is grown, but also the methodologies used in the cultivation of each ;
thus allowing for repeatable, consistent manufacturing to ensure that the medical cannabis studied in clinical
trials and the strain/product tested , can be precisely reproduced while also providing key data points for
determining the specific individual traits that are most effective for particular targeted outcomes.
“You’ll see a lot of companies like Canopy Health starting to form, and they’re basically going to create
medical cannabis 2.0,” Canopy Health Chief Executive Marc Wayne said in a n interview. “There is a gold rush
for cannabis intellectual property, and it’s accelerating.” http://www.growbuddy.com/
The global medical marijuana market is expected to reach a value of USD 55.8 billion by 2025 , according to a
new report by Grand View Research, Inc.
Real World Evidence Solutions (“RWE”) in clinical trials and general health)
Janet Woodcock, director of the Center for Drug Evaluation and Research ( “CDER”), and CDER colleagues
anticipate that broader use of “big data” from electronic health records, claims data bases, social media, and
“smart” devices can support and streamline the current clinical development process
While the FDA has utilized RWE primarily to assess drug safety issues, Woodcock a nd staff envision that such
information will be useful in evaluating drugs where a randomized study is not feasible, developing natural
histories of certain diseases, devising optimal dosing regimens , and in assessing longer -term outcomes
unknown at the time of new drug approval.
The CBDS Health Clinical Trials Platform is designed to capture large amounts of high-resolution real world
data/evidence.
Real world data (RWD) and real world evidence (RWE) are playing an increasing role in health care
decisions.
The health care community is using this data to support coverage decisions and to develop guidelines
and decision support tools for use in clinical practice.
Medical product developers are using RWD and RWE to support clinical trial designs (e.g., large simple
trials, pragmatic clinical trials) and observational studies to generate innovative, new treatment
approaches.
The 21st Century Cures Act, passed in 2016, places additional focus on the use of these types of data to
support regulatory decision making.
The CBDS Health clinical trials platform is unique in its ability to conduct research into improving the quality
of life and health of those suffering from acute and chronic illnesses.
Terms of the Transaction
Pursuant to the terms of the Agreement, CT will acquire all of the issued and outstanding shares of CBDS
Health from its shareholders in exchange for common shares of CT (the "Transaction Shares") issued at a
deemed value of $0.25 per share. The Transaction Shares will be issued to the sha reholders of CBDS Health
pursuant to exemptions from the registration and prospectus requirements of applicable securities laws. The
Transaction Shares will be subject to resale restrictions as required under the applicable securities legislation
and the Exchange.
Additional escrow restrictions may be required by the Exchange.
The parties have agreed to immediately advance the Proposed Transaction, including implementing the
following as soon as practicable:
a) CBDS Health will apply to court for an interim order directing that a meeting of CBDS Health
shareholders be called to approve the Proposed Transaction;
b) CBDS Health will hold a meeting of its shareholders to consider the Proposed Transaction;
c) If the Proposed Transaction is approved, CBDS Health will make a court application for a final order
sanctioning the Proposed Transaction;
d) CT will make an application to the Exchange to seek approval of the Proposed Transaction;
e) CT will complete the concurrent financing noted below and close the Proposed Transaction upon
receipt of final regulatory approval.
In connection with the Proposed Transaction, the Company intends to change its name to one reflective of its
new business and it is expected that , upon completion of the Proposed Transaction , the resulting company
will be listed as a Tier 2 Issuer on the Exchange.
Concurrent Financing
The parties will use their best efforts to complete a concurrent f inancing (“Financing”) by issuing subscription
receipts (“Subscription Receipts”) to raise up to $2,500,000 by the issuance of 10,000,000 Subscription
Receipts of CT at a deemed price of $0.25 per Subscription R eceipt. At the closing of the Proposed
Transaction e ach Subscription Receipt will convert wi thout additional consideration into one unit of CT,
consisting of one CT s hare and one-half of one warrant. Each full warrant will be exercisable to purchase one
additional CT share for a period of 12-months at a price of $0.50, subject to forced conversion if the CT Shares
close at $1.00 or over for 20 or more consecutive trading days during the exercise period.
The Financing will permit the new company to achieve its near -term development goals and will provide it
with adequate working capital.
CT may pay finder's fees in accordance with the policies of the Exchange. All securities issued pursuant to the
Financing will be subject a hold period of four months.
Sponsorship
Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt
in accordance with Exchange policies. CT expects to apply for a waiver from sponsorship.
Trading Halt
Upon the execution of the Letter of Intent, the shares of CT were halted and it is expected that they will
remain halted until completion or cancellation of the Proposed Transaction.
There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
CT and CBDS Health will provide further details in respect of the Proposed Transaction in accordance with
Exchange Policy 2.4 in due course and, in any event, prior to the resumption of trading.
For further information please contact:
Norman Eyolfson,
President &, Chief Executive Officer
Phone: (416) 884-8601
Statements in this press release regarding CT's business which are not historical facts are "forward -looking
statements" that involve risks and uncertainties, such as terms and completion of the Proposed Transacti on.
Since forward -looking statements address future events and conditions, by their very nature, they involve
inherent risks and uncertainties. Actual results in each case could differ materially from those currently
anticipated in such statements.
COMPLETION OF THE PROPOSED TRANSACTION IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING BUT
NOT LIMITED TO, EXCHANGE ACCEPTANCE. THERE CAN BE NO ASSURANCE THAT THE PROPOSED
TRANSACTION WILL BE COMPLETED AS PROPOSED OR AT ALL.
INVESTORS ARE CAUTIONED THAT, EXCE PT AS DISCLOSED IN THE FILING STATEMENT TO BE PREPARED IN
CONNECTION WITH THE TRANSACTION, ANY INFORMATION RELEASED OR RECEIVED WITH RESPECT TO THE
PROPOSED TRANSACTION MAY NOT BE ACCURATE OR COMPLETE AND SHOULD NOT BE RELIED UPON.
TRADING IN THE SECURITIES OF A CAPITAL POOL COMPANY SHOULD BE CONSIDERED HIGHLY SPECULATIVE.
THE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS
NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.
NEITHER THE EXCHANGE NOR IT S 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.