TerrAscend and Cistron Launch Ascendant Laboratories

/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES/

TORONTO, June 7, 2018 /CNW/ - TerrAscend Corp. (CSE: TER) ("TerrAscend" or the "Company") is pleased to announce the formation of a strategic joint venture with Cistron Corp. ("Cistron") with the launch of Ascendant Laboratories Inc. ("Ascendant Laboratories"), a science and innovation company dedicated to the advancement of cannabinoid expressing plant biology. Ascendant Laboratories brings together leaders in plant sciences and cannabis production, with a unified vision of elevating the cannabis industry through the development of advanced plant genetics.   

Transaction Details

Cistron has agreed to grant to Ascendant Laboratories an exclusive license over proprietary intellectual property rights and trade secrets relating to cannabis plant and plant-derived cannabinoid research, and TerrAscend has agreed to contribute cash payments of up to C$1,250,000 in return for a combination of shares and warrants, representing approximately 75% of Ascendant Laboratories on a fully-diluted basis. The transaction is valued at approximately C$1.7 million.

Michael Nashat, TerrAscend's President and Chief Executive Officer, noted "TerrAscend is thrilled to be partnering with Cistron and its team of accomplished scientists. As a company with a major research and development mandate, TerrAscend is looking forward to adding substantial depth to our science team through this partnership with Cistron and its principals. Ascendant Laboratories will be leveraging the knowledge and experience that Cistron has developed in plant sciences and applying it to improve plant yield, add diversity, promote immunity, and modify the physical and chemical traits of cannabinoid expressing plants." 

Cistron's co-founding scientists Dr. Peter McCourt, Dr. Shelley Lumba and Dr. Dario Bonetta will lead the cannabis science and discovery programs at Ascendant Laboratories. Dr. Peter Azmi, will be appointed Ascendant Laboratories founding President and Chief Innovation Strategist.     

• Dr. Peter McCourt is a Professor in the Department of Cell & Systems Biology at the University of Toronto and is a world recognized authority on functional genomics, systems biology and plant bioengineering.  Dr. McCourt holds a PhD from Michigan State University and is presently a Jack Dainty Distinguished University Professor. He has published over 100 peer-reviewed publications and holds several patents related to abiotic stress genes in plants. 
• Dr. Shelley Lumba is a leading expert in plant biology, systems biology and plant biotechnology. Dr. Lumba holds a PhD from the University of Toronto and is an Assistant Professor in the Department of Cell and Systems Biology at the University of Toronto.  
• Dr. Dario Bonetta is a biotechnologist with extensive experience in plant transformation, in vitro plant systems and plant biotechnology. Dr. Bonetta holds a PhD from the University of Toronto and is an Associate Professor in the Department of Biology at the University of Ontario Institute of Technology. 
• Dr. Peter Azmi is a business innovation and biotechnology specialist and has worked extensively in the life sciences and biotechnology sectors.  Dr. Azmi holds a Masters and PhD from the University of Toronto and is a visiting professor of Business Innovation at CEDIM.

Dr. Peter McCourt, President of Cistron, noted "This will be a novel endeavour that brings together the cutting-edge molecular plant biology innovation of Cistron with the leadership experience in cannabis production of TerrAscend. We look forward to developing and bringing to market exciting new technologies that will help support wellness and the future growth and prosperity of this industry."

Dr. Peter Azmi, Cistron Executive Director of Business Development, noted "We are excited to be partnered with TerrAscend on this bold venture.  Our shared vision for Ascendant Laboratories is to become a global leader and resource for cannabis plant sciences and innovation." 

About TerrAscend

TerrAscend is a biopharmaceutical and wellness company that is committed to quality products, brands and services for the global cannabinoid market. The Company provides support to medical consumers through its wholly-owned subsidiaries, Solace Health Inc., a licenced producer of medical cannabis under the Access to Cannabis for Medical Purposes Regulations and Terra Health Network Inc., a clinical support program and education platform led by healthcare professionals.

About Cistron Corp.

Cistron is an agricultural biotechnology and contract research firm that helps commercial growers develop the next generation of cash crops and plant-based biotechnologies. Cistron helps growers by providing deep bio-analytical insights into plant biology, which can be used to develop purpose-built plants and secure investments in intellectual property.   

Forward Looking Information

This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements include, but are not limited to, the anticipated timing for closing of the Private Placement, and the anticipated use of proceeds of the Private Placement. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE TerrAscend