ISOLF - Isodiol International Inc. Files Notice of Civil Claim Against Brain Bioceutical Corp for Breach of Contract & Update on Stock Trading Halt
(TheNewswire)
JANUARY 2 7 ,2021 – TheNewswire - Vancouver, BC – Isodiol International Inc. (CSE:ISOL) (CNSX:ISOL.CN) (OTC:ISOLF) (FSE:LB6B.F) (the “Company” or “Isodiol”) issharing a corporate update to provide investors and the publictransparency with the Company’s efforts to claim payment for theMarch 19, 2019 sale of BSPG Laboratories Limited to Brain BioceuticalCorp. The Notice of Civil Claim (Court File VLC-S-S-201-3835) wasfiled in the Supreme Court of British Columbia on December 31, 2020 byIsodiol (seller). The claim states that Brain Bioceutical Corp (buyer)is in breach of the Definitive Purchase Agreement for the sale of BSPGLaboratories Limited executed in March of 2019.
The Definitive Purchase Agreement by Isodiol and BrainBioceutical Corp. was for an aggregate sum of $14,000,000 USD to bemade in five milestone payments. The first two milestone payments madeby the buyer were accepted by Isodiol. In August of 2019, the buyernotified Isodiol that the Company would be unable to achieve the thirdmilestone payment requesting an amendment to Definitive PurchaseAgreement and an offset of cash payment to be accepted by Isodiol inthe form of product.
In September 2019, the parties executed an amendedDefinitive Purchase Agreement with the following terms:
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- A cash payment in the amount of $2,000,000 USD bepaid on or around November 15, 2019
- A cash payment in the amount of $2,000,000 USD bepaid on or around September 20, 2020
Between August 8, 2019 and February 11, 2020 , thebuyer delivered product to Isodiol valued at $312,188 USD in partialsatisfaction of the Amended Third Post-Closing Payment. An additionalpayment was made by the buyer on or around December 2, 2019, bringingthe total sum of partial payments to $1,742,749 USD. Isodiol remainsunpaid by Brain Bioceutical Corp for the final $257,251 USD for theAmended Third Post-Closing Payment and the final milestone payment of$2,000,000 USD.
The relief sought by Isodiol from Brain BioceuticalCorp includes damages in debt, pre-judgement and post-judgementinterest at a rate of 9% compounded annually, alternativelypre-judgement and post-judgement interest at a rate of 5% compoundedannually, costs, and any other relief as the Honorable Court may deemappropriate.
The time for response by Brain Bioceutical Corp toIsodiol is within 21-days of service.
Andrew S. Alvis states, “Isodiol is enforcingagreements and making all efforts to claim what is due to the Company.We empathize with all companies that have undergone transition during the global health crisis. However, as we allforge ahead, Isodiol has an obligation to uphold accountability forall business agreements that the Company executes. We thank all ofIsodiol’s supporters for their patience while the Company engagesthe legal process in this matter.”
In addition, and as a direct result of these delayedpayments and continued impacts due to COVID-19, Isodiol hasexperienced delays in completing its previous Fiscal year-end auditand current fiscal year financial reporting requirements, resulting ina CTO trading halt of our stock in mid- December. Alvis states, “Ifully understand the confusion and frustration this has caused acrossour shareholder community, and while we had minimal line of sight tothe challenges 2020 would offer, we have remained committed to therestructuring of our businesses to remain competitive in themarketplace, identifying strategic partnerships and leadership acrossthe industry, while implementing internal controls and processes tocomplete the audit and become current on all financial reportingduring this global pandemic as swiftly as possible.”
Follow our Corporate updates onFacebook at https://www.facebook.com/isodiol/ on Twitter @Isodiolintlinc on LinkedIn at https://www.linkedin.com/company/isodiol/ and on Instagram @isodiol
ON BEHALF OF THE BOARD
ANDREW S. ALVIS
PRESIDENT, DIRECTOR & INTERIMCFO
MARCOS AGRAMONT
CHIEF EXECUTIVE OFFICER & DIRECTOR
MARVIN WASHINGTON
VICE PRESIDENT & DIRECTOR
LEO MATESANZ
DIRECTOR
INVESTOR RELATIONS:
Ir@isodiol.com
604-409-4409
MEDIA CONTACT:
media@isodiol.com
ABOUT ISODIOL INTERNATIONALINC.
Isodiol International Inc. is focused on thenutritional health benefits that are derived from hemp and is aproduct development, sales, marketing, and distribution company ofhemp-based Consumer Packaged Goods (CPG) and solutions. Isodiol hascommercialized a 99%+ pure, naturally isolated CBD, includingmicro-encapsulations, and nano-technology for quality consumables andtopical skin care products. Isodiol's growth strategy includes thedevelopment of over-the-counter and pharmaceutical drugs and continuedinternational expansion into Latin America, Asia, and Europe. Foradditional information, visit https://isodiol.com
Forward-LookingInformation: This newsrelease may contain certain forward-looking information andstatements. All statements included herein, other than statements ofhistorical fact, are forward-looking information and such informationinvolves various risks and uncertainties. There can be no assurancethat such information will prove to be accurate, and actual resultsand future events could differ materially from those anticipated insuch information. A description of assumptions used to develop suchforward-looking information and a description of risk factors that maycause actual results to differ materially from forward-lookinginformation can be found in the Company's disclosure documents on theSEDAR website at www.sedar.com . The Company does notundertake to update any forward-looking information except inaccordance with applicable securities laws.
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