TORONTO, May 31, 2022 /CNW/ --PRESS RELEASE-- Khiron Life Sciences Corp.(TSXV: KHRN) (OTCQX: KHRNF) (Frankfurt: A2JMZC), a global leader in medical cannabis throughout Europe and Latin America, announces that it has entered into an agreement to acquire Pharmadrug GmbH from its parent PharmaDrug Inc. (CSE:PHRX) (OTC:LMLLF).

Pharmadrug GmbH has been active worldwide for almost 40 years as a manufacturer and wholesaler of medicinal products and active pharmaceutical ingredients. Pharmadrug GmbH is EU-GMP and EU-GDP certified, fulfilling the European guidelines for the highest quality standards and holds a license to handle narcotics in Germany.

Franziska Katterbach, President of Khiron Europe, stated: "This acquisition will provide us with a European manufacturing and distribution centre for cannabinoid-based medicines with EU-GMP certification. This will have a direct positive impact on our revenues and higher gross margins. The long-established German company will be instrumental in expanding Khiron's product portfolio with new dosage formats and bringing Khiron's full-spectrum extracts to Germany and the United Kingdom to grow the patient base. Our team in Europe is excited to join forces with new colleagues from Pharmadrug GmbH, with their valuable expertise in the German pharmaceutical market."

Under the terms of the deal, Khiron will acquire all of the shares of Pharmadrug GmbH from PharmaDrug, in consideration for common shares of Khiron and a promissory note. An aggregate of 5,500,000 Khiron Shares are expected to be issued at closing (subject to certain adjustments to account for certain payments that may be made between signing and closing), at a deemed price per Khiron Share of $0.16. The promissory note will be issued at closing in the principal amount of $1,100,000 (subject to certain other Closing Adjustments) and will be non-interest bearing and repayable one year from the date of issue in cash or, at Khiron's option, additional Khiron Shares issued at the 10-day volume-weighted average trading price per Khiron Share on the TSX Venture Exchange at the time of issue. The transaction is subject to customary closing conditions, including the approval of the TSX Venture Exchange. It is expected that the acquisition of Pharmadrug GmbH will constitute an "Expedited Acquisition" under the policies of the TSX Venture Exchange. The parties are targeting a closing on or before the end of July, 2022.  There can be no assurance that the Transaction will be completed as proposed or at all. The agreement was signed on May 31st, 2022.

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