Isodiol International Inc. Announces Binding Agreement to Acquire Biosynthesis Pharma Group

VANCOUVER, British Columbia, Dec. 17, 2017 (GLOBE NEWSWIRE) — Isodiol International Inc. (CSE:ISOL) (OTC:ISOLF) (FSE:LB6A.F) (the “Company” or “Isodiol”), a global Bioactive Phytoceutical innovator specializing in the development of pharmaceutical and wellness products, is pleased to announce that the Company has entered into a binding agreement to acquire the Biosynthesis Pharma Group (BSPG), an industry leading producer of industrial hemp, it’s derivatives and pharmaceutical compounds for use in the medicinal, nutraceutical, food and cosmetic industries.

Through BSPG’s industrial-sized, proprietary extraction methodologies, BSPG produces high-purity, bioactive cannabinoids that are used in pharmaceutical applications to benefit those suffering from a range of life-threatening and non-life-threatening illnesses.  BSPG is currently conducting clinical trials involving its product through strategic partnerships around the globe.

“It has been a part of Isodiol’s growth strategy to aggressively pursue international expansion.  Through this acquisition, the company is aligned to penetrate foreign markets particularly in the United Kingdom, Europe, Asia, South and Central America.  We will broaden our product availability and make the most bioactive cannabinoid products available on a global scale. This acquisition puts us at the forefront of global cannabinoid clinical research and studies which will compliment our current efforts in Brazil and other markets we are presently developing,” said Marcos Agramont, CEO of Isodiol.

The BSPG acquisition includes multiple entities that are strategic to the future of Isodiol. Each of these entities are intended to have a distinct purpose within the Isodiol organization, whether it be defined by geography, applicable laws, or line of business. The entities include:

  • Biosynthesis Pharma Group Limited (BSPG-HK): organized in Hong Kong and maintains a correspondent office in the United Kingdom. Isodiol is acquiring 100% of BSPG-HK.
  • Trigal Pharma GmbH (TP-Austria): organized in Austria, TP-Austria’s business includes, but is not limited to, the handling of regulatory and governmental policies and supply of pharmaceutical-grade CBD to pharmacies in Europe.  Isodiol is acquiring 100% of TP-Austria.
  • Hankang (Yunnan) Biotech Co., Ltd. (HBTC-China): organized in The People’s Republic of China, HBTC-China’s business includes, but is not limited to, operating a facility approved by the Chinese government to grow hemp as well as extract and export CBD globally. China is the world’s largest producer of hemp and is the largest supplier of raw hemp and fiber to the United States.  Isodiol is acquiring 70% of HBTC-China.
  • BSPG Laboratories Limited (BSPGL-UK): organized in the United Kingdom, BSPGL-UK’s business includes, but is not limited to, operating a facility that refines the CBD molecule to a purity of 99.5% + that is pharmaceutical-grade, THC-Free and highly bioactive.  Isodiol is acquiring 100% of BSPGL-UK.
  • Pure CBD Limited (PURE-UK): organized in the United Kingdom, PURE-UK supplies pharmaceutical products under the specials category with the approval of the National Health Service.  Isodiol is acquiring 100% of PURE-UK.
  • Purodiol Limited (PUR-UK): organized in the United Kingdom, PUR-UK manufactures pharmaceutical products under the brand name Purodiol. Isodiol is acquiring 100% of PUR-UK.
  • Purodiol Do Brasil Ltda (PUR-Brazil): organized in Brazil, PUR-Brazil supplies Purodiol pharmaceutical products under ANVISA regulations to patients in Brazil and is currently involved in multiple clinical studies and trials.  Isodiol is acquiring 99% of PUR-Brazil.

The company will acquire BSPG for $12,500,000 USD to be paid out over 12 months and stock compensation in the amount of $37,000,000 USD based on the closing price on December 15, 2017. The stock issuance will be subject to a 36-month escrow leak out period.  Additional milestone payments are anticipated to be paid and shall be disclosed upon the closing of this transaction.  The milestones have been withheld to protect proprietary and intellectual property that are in final stages of development and implementation.  The Company will not be assuming any debt as a part of this transaction.  The closing of this transaction will happen on or before April 1, 2018 and is subject to further due-diligence by the Company.

All web properties of BSPG have been put on hiatus for the moment and will be released in the very near future.  For more information on Isodiol, please visit www.isodiol.com

About Isodiol International Inc.

Isodiol International Inc. is the market leader in pharmaceutical grade phytochemical compounds and the industry leader in the manufacturing and development of phytoceutical consumer products.

Isodiol is the pioneer of many firsts for the cannabis industry including commercialization of 99%+ pure, bioactive pharmaceutical grade cannabinoids, micro-encapsulations, and nanotechnology for the highest quality consumable and topical skin care products.

Isodiol’s growth strategy includes the development of over-the-counter and pharmaceutical drugs, expanding its phytoceutical portfolio and will aggressively continue international expansion into Latin America, Asia and Europe.

Join Us On Facebook: https://www.facebook.com/isodiol/
Twitter: @isodiol 

ON BEHALF OF THE BOARD
Marcos Agramont, CEO & Director
604-409-4409
marcos@isodiol.com 

INVESTOR RELATIONS:
Ir@isodiol.com
www.isodiol.com

MEDIA CONTACT:
Carrie Booze
North 6th Agency
212-334-9753 ext.142
Isodiol@n6a.com

Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable securities laws relating to statements regarding the Company’s business, products and future of the Company’s business, its product offerings and plans for sales and marketing. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Such forward looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things, the risks that the Company’s products and plan will vary from those stated in this news release and the Company may not be able to carry out its business plans as expected. Except as required by law, the Company expressly disclaims any obligation, and does not intend, to update any forward-looking statements or forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct and makes no reference to profitability based on sales reported. The statements in this news release are made as of the date of this release.

The CSE has not reviewed, approved or disapproved the content of this press release.

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NYX Gaming Group and Scientific Games Announce Pollard Equities Will Support Proposed Acquisition of NYX

NYX Gaming Group and Scientific Games Announce Pollard Equities Will Support Proposed Acquisition of NYX

Canada NewsWire

LAS VEGAS and TORONTO, Dec. 17, 2017 /CNW/ – NYX Gaming Group Limited (TSXV: NYX) (“NYX“) and Scientific Games Corporation (NASDAQ: SGMS) (“Scientific Games“) announced today that Pollard Equities Limited (“Pollard“) has entered into an agreement to support the previously announced acquisition of NYX by Scientific Games for CAD $2.40 per ordinary share (the “Acquisition“).  Pollard owns 8,621,300 ordinary shares of NYX and 4,000,000 warrants.

Scientific Games Corporation

The shareholders meetings to approve the Acquisition are scheduled for December 20, 2017 in Las Vegas, Nevada, and Scientific Games and NYX encourage all shareholders of NYX to cast their votes in favor of the Acquisition.

Scheme Circular and NYX Shareholders Meetings

The shareholders meetings to approve the Acquisition are scheduled for December 20, 2017 in Las Vegas, Nevada. Pursuant to the terms of the arrangement agreement between NYX and Scientific Games, the Acquisition is subject to the approval of: (i) a majority in number of NYX shareholders present and voting, either in person or by proxy, representing at least 75% in value of the NYX ordinary shares held by those NYX shareholders present and voting, either in person or by proxy (excluding shares held by Scientific Games); and (ii) a simple majority of the votes cast by the holders of NYX ordinary shares, excluding shares held by certain interested shareholders, as well as approval of the Royal Court of Guernsey.

How to Vote

Shareholders of NYX should have recently received a scheme circular and forms of proxy or voting instruction forms (white and blue) for NYX’s court and general shareholders meetings to be held on December 20, 2017. If shareholders have any questions about any of the information or require assistance in completing the  forms of proxy or voting instruction forms, as the case may be, please contact our information and proxy solicitation agent, D.F. King, toll free in North America at 1-800-761-6707 (1-212-771-1133 by collect call) or by email at inquiries@dfking.com.

About NYX

NYX Gaming Group Limited (TSXV: NYX) is a leading digital gaming provider, headquartered in Las Vegas, USA, with a staff of more than 1,000 employees globally, including more than 600 engineers.

NYX delivers value by adhering to the highest standards of customer service, probity and responsibility. It has one of the broadest distribution bases in the industry, with more than 200 unique customers.

The award-winning NYX OGS™ (Open Gaming System), which allows licensees to leverage the best-of-breed, multi-vendor casino content from around the world, is acknowledged to be the industry’s market-leading gaming offering. From its own studios and a broad partner network of the most innovative third party suppliers, NYX offers customers the widest portfolio of content available, with access to more than 2,000 game titles, via OGS™.

In addition, NYX’s award winning sports betting division OpenBet is utilized and trusted by leading sports book operators, with its scale and performance world-renowned. In 2016, the OpenBet Sportsbook processed more than two billion bets and broke new records at the 2017 Grand National, where it processed 68,000 peak bets-per-minute.

NYX Gaming Group Limited is listed on the TSX Venture Exchange under the symbol TSXV: NYX.

About Scientific Games

Scientific Games Corporation (NASDAQ: SGMS) is the global leader in technology-based gaming systems, table games, table products and instant games, and a leader in products, services and content for gaming, lottery and interactive gaming markets. Scientific Games delivers what customers and players value most: trusted security, creative content, operating efficiencies and innovative technology. Today, Scientific Games offers customers a fully integrated portfolio of technology platforms, robust systems, engaging content and unrivaled professional services. For more information, please visit www.scientificgames.com

Company Contacts
Investor Relations:
Scientific Games:  Michael Quartieri +1 702-532-7658
Executive Vice President and Chief Financial Officer

NYX:  Dennis Fong +1 416-283-9930
Investor Relations
investor.relations@nyxgg.com

Media Relations:
Scientific Games:  Susan Cartwright +1 702-532-7981
Vice President, Corporate Communications
susan.cartwright@scientificgames.com

NYX:  Huw Thomas +1 702-816-0415
Group Chief Strategy and Marketing Officer
huw.thomas@nyxgg.com

Legal:
NYX: Todd F. McTavish +1 702-586-8428
Chief Legal Officer & Corporate Secretary

Forward-Looking Statements  

This press release includes “forward-looking statements” and “forward-looking information” (collectively “forward-looking statements”) within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws.  Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “plan,” “continue,” “believe,” “expect,” “anticipate,” “estimate,” “should,” “could,” “potential,” “opportunity,” or similar terminology.  These statements are based upon management’s current expectations, beliefs, assumptions and estimates and are not guarantees of timing, future results or performance.  Similarly, statements herein that describe the proposed transaction, including its financial impact, and other statements of management’s expectations, beliefs, assumptions, estimates and goals regarding the proposed transaction are forward-looking statements.  It is uncertain whether any of the events or results anticipated by the forward-looking statements (including consummation of the proposed transaction) will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined company or the price of Scientific Games’ stock.  These forward-looking statements involve certain risks and uncertainties and other factors that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to:  uncertainties as to the timing of the consummation of the proposed transaction and the ability of the parties to consummate the proposed transaction; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the approval of NYX’s shareholders and the approval of the Royal Court of Guernsey; the ability to obtain required regulatory and gaming approvals at all or in a timely manner; the ability to obtain the debt financing necessary to consummate the proposed transaction; potential litigation related to the proposed transaction; disruption of NYX’s or Scientific Games’ current plans and operations as a result of the proposed transaction; the ability of NYX or Scientific Games to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; the ability of Scientific Games to successfully integrate NYX’s operations, product lines and technology; the diversion of management’s attention from Scientific Games’ and NYX’s ongoing business operations; the ability of Scientific Games to implement its plans, forecasts and other expectations with respect to NYX’s business after the completion of the transaction and realize additional opportunities for growth and innovation; potential adverse effects due to foregoing opportunities that Scientific Games might otherwise pursue absent the pendency of the proposed transaction; the ability of Scientific Games to realize the anticipated synergies from the proposed transaction in the anticipated amounts or within the anticipated timeframes or costs expectations or at all; the ability to maintain relationships with Scientific Games’ and NYX’s respective employees, customers, other business partners and governmental authorities; and the other risks, uncertainties and important factors contained and identified (including under the heading “Risk Factors”) in Scientific Games’ filings with the SEC, such as its Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, and NYX’s filings with Canadian securities regulators, any of which could cause actual results to differ materially from the forward-looking statements.  The forward-looking statements included in this press release are made only as of the date hereof and neither Scientific Games nor NYX undertakes any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.  NYX is responsible for the information in this press release concerning NYX and Scientific Games is responsible for the information in this release concerning Scientific Games. To the maximum extent permitted by law, none of Scientific Games, its directors, employees or agents accepts any liability for any loss arising from the use of NYX information contained in this communication. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

NEITHER THE 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.

 (PRNewsfoto/Scientific Games Corporation)

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SOURCE Scientific Games Corporation

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NYX Gaming Group and Scientific Games Announce Pollard Equities Will Support Proposed Acquisition of NYX

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NYX Gaming Group and Scientific Games Announce Pollard Equities Will Support Proposed Acquisition of NYX

PR Newswire

LAS VEGAS and TORONTO, Dec. 17, 2017 /PRNewswire/ – NYX Gaming Group Limited (TSXV: NYX) (“NYX“) and Scientific Games Corporation (NASDAQ: SGMS) (“Scientific Games“) announced today that Pollard Equities Limited (“Pollard“) has entered into an agreement to support the previously announced acquisition of NYX by Scientific Games for CAD $2.40 per ordinary share (the “Acquisition“).  Pollard owns 8,621,300 ordinary shares of NYX and 4,000,000 warrants.

Scientific Games Corporation

The shareholders meetings to approve the Acquisition are scheduled for December 20, 2017 in Las Vegas, Nevada, and Scientific Games and NYX encourage all shareholders of NYX to cast their votes in favor of the Acquisition.

Scheme Circular and NYX Shareholders Meetings

The shareholders meetings to approve the Acquisition are scheduled for December 20, 2017 in Las Vegas, Nevada. Pursuant to the terms of the arrangement agreement between NYX and Scientific Games, the Acquisition is subject to the approval of: (i) a majority in number of NYX shareholders present and voting, either in person or by proxy, representing at least 75% in value of the NYX ordinary shares held by those NYX shareholders present and voting, either in person or by proxy (excluding shares held by Scientific Games); and (ii) a simple majority of the votes cast by the holders of NYX ordinary shares, excluding shares held by certain interested shareholders, as well as approval of the Royal Court of Guernsey.

How to Vote

Shareholders of NYX should have recently received a scheme circular and forms of proxy or voting instruction forms (white and blue) for NYX’s court and general shareholders meetings to be held on December 20, 2017. If shareholders have any questions about any of the information or require assistance in completing the  forms of proxy or voting instruction forms, as the case may be, please contact our information and proxy solicitation agent, D.F. King, toll free in North America at 1-800-761-6707 (1-212-771-1133 by collect call) or by email at inquiries@dfking.com.

About NYX

NYX Gaming Group Limited (TSXV: NYX) is a leading digital gaming provider, headquartered in Las Vegas, USA, with a staff of more than 1,000 employees globally, including more than 600 engineers.

NYX delivers value by adhering to the highest standards of customer service, probity and responsibility. It has one of the broadest distribution bases in the industry, with more than 200 unique customers.

The award-winning NYX OGS™ (Open Gaming System), which allows licensees to leverage the best-of-breed, multi-vendor casino content from around the world, is acknowledged to be the industry’s market-leading gaming offering. From its own studios and a broad partner network of the most innovative third party suppliers, NYX offers customers the widest portfolio of content available, with access to more than 2,000 game titles, via OGS™.

In addition, NYX’s award winning sports betting division OpenBet is utilized and trusted by leading sports book operators, with its scale and performance world-renowned. In 2016, the OpenBet Sportsbook processed more than two billion bets and broke new records at the 2017 Grand National, where it processed 68,000 peak bets-per-minute.

NYX Gaming Group Limited is listed on the TSX Venture Exchange under the symbol TSXV: NYX.

About Scientific Games

Scientific Games Corporation (NASDAQ: SGMS) is the global leader in technology-based gaming systems, table games, table products and instant games, and a leader in products, services and content for gaming, lottery and interactive gaming markets. Scientific Games delivers what customers and players value most: trusted security, creative content, operating efficiencies and innovative technology. Today, Scientific Games offers customers a fully integrated portfolio of technology platforms, robust systems, engaging content and unrivaled professional services. For more information, please visit www.scientificgames.com

Company Contacts
Investor Relations:
Scientific Games:  Michael Quartieri +1 702-532-7658
Executive Vice President and Chief Financial Officer

NYX:  Dennis Fong +1 416-283-9930
Investor Relations
investor.relations@nyxgg.com

Media Relations:
Scientific Games:  Susan Cartwright +1 702-532-7981
Vice President, Corporate Communications
susan.cartwright@scientificgames.com

NYX:  Huw Thomas +1 702-816-0415
Group Chief Strategy and Marketing Officer
huw.thomas@nyxgg.com

Legal:
NYX: Todd F. McTavish +1 702-586-8428
Chief Legal Officer & Corporate Secretary

Forward-Looking Statements  

This press release includes “forward-looking statements” and “forward-looking information” (collectively “forward-looking statements”) within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws.  Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “plan,” “continue,” “believe,” “expect,” “anticipate,” “estimate,” “should,” “could,” “potential,” “opportunity,” or similar terminology.  These statements are based upon management’s current expectations, beliefs, assumptions and estimates and are not guarantees of timing, future results or performance.  Similarly, statements herein that describe the proposed transaction, including its financial impact, and other statements of management’s expectations, beliefs, assumptions, estimates and goals regarding the proposed transaction are forward-looking statements.  It is uncertain whether any of the events or results anticipated by the forward-looking statements (including consummation of the proposed transaction) will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined company or the price of Scientific Games’ stock.  These forward-looking statements involve certain risks and uncertainties and other factors that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to:  uncertainties as to the timing of the consummation of the proposed transaction and the ability of the parties to consummate the proposed transaction; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the approval of NYX’s shareholders and the approval of the Royal Court of Guernsey; the ability to obtain required regulatory and gaming approvals at all or in a timely manner; the ability to obtain the debt financing necessary to consummate the proposed transaction; potential litigation related to the proposed transaction; disruption of NYX’s or Scientific Games’ current plans and operations as a result of the proposed transaction; the ability of NYX or Scientific Games to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; the ability of Scientific Games to successfully integrate NYX’s operations, product lines and technology; the diversion of management’s attention from Scientific Games’ and NYX’s ongoing business operations; the ability of Scientific Games to implement its plans, forecasts and other expectations with respect to NYX’s business after the completion of the transaction and realize additional opportunities for growth and innovation; potential adverse effects due to foregoing opportunities that Scientific Games might otherwise pursue absent the pendency of the proposed transaction; the ability of Scientific Games to realize the anticipated synergies from the proposed transaction in the anticipated amounts or within the anticipated timeframes or costs expectations or at all; the ability to maintain relationships with Scientific Games’ and NYX’s respective employees, customers, other business partners and governmental authorities; and the other risks, uncertainties and important factors contained and identified (including under the heading “Risk Factors”) in Scientific Games’ filings with the SEC, such as its Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, and NYX’s filings with Canadian securities regulators, any of which could cause actual results to differ materially from the forward-looking statements.  The forward-looking statements included in this press release are made only as of the date hereof and neither Scientific Games nor NYX undertakes any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.  NYX is responsible for the information in this press release concerning NYX and Scientific Games is responsible for the information in this release concerning Scientific Games. To the maximum extent permitted by law, none of Scientific Games, its directors, employees or agents accepts any liability for any loss arising from the use of NYX information contained in this communication. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

NEITHER THE 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.

 (PRNewsfoto/Scientific Games Corporation)

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SOURCE Scientific Games Corporation