NanoSphere Health Sciences Signs Binding Merger Agreement for 100% Acquisition by Corazon Gold Corp.

Business Wire: June 20, 2017 – DENVER, CO, U.S.A. – NanoSphere Health Sciences, LLC, developer of the innovative, industryfirst, patent-pending NanoSphere Delivery System™ for cannabis and other pharmaceuticals, today announces that it has signed a binding merger agreement with Corazon Gold Corp. (TSX-V: CGW) for 100 percent acquisition of NanoSphere’s issued and outstanding shares.

This move is pivotal to NanoSphere’s strategy to expand nationally and internationally, getting in on the ground floor of the Canadian cannabis market following new legislation.

While medical marijuana has been legal in Canada since 2001, in April, the government filed an act to amend the Controlled Drugs and Substances Act, with the goal of legalizing adult recreational cannabis use by July 2018. As such, Deloitte estimates the base retail value of the Canadian market alone to be upwards of $8 billion. On top of that, Arcview projects the legal marijuana market in the United States will hit $20.6 billion in revenue by 2020.

“This alignment represents a significant opportunity to take advantage of the nascent Canadian and burgeoning U.S. cannabis markets,” said Robert Sutton, chairman, NanoSphere Health Sciences. “Across the board, as more countries and states legalize marijuana for recreational and medical use, we are seeing an increased demand for more precise and efficient cannabis delivery methods to help relieve pain and anxiety. NanoSphere’s technology can provide exactly that, addressing many issues faced with traditional delivery methods (like inhalation and ingestion). We look forward to being able provide new customers with a more sophisticated, safer alternative.”

The NanoSphere Delivery System™ for cannabis pioneers standardized, precision, microlitered dosages by intra-oral, intra-nasal, and transdermal administration. Recent pharmacokinetic testing confirmed the rapid entrance of THC into the blood stream when using NanoSphere products. Onset occurs within ten minutes, compared to an hour or more with standard ingested THC. The testing also demonstrated significantly higher blood concentrations, greater bioavailability, and longer circulation half-life within the human body compared to ingested THC and oral mucosal spray.

Corazon commissioned an extensive and independent company valuation report of NanoSphere Health Sciences’ patent-pending technologies and intellectual property (IP) based on its current application in the cannabis space. This independent report concluded based on the potential of the company’s technology, the valuation of the NanoSphere cannabis division alone is approximately $24 million CAD.

The terms of the acquisition are that Corazon will issue 40,000,000 common shares upon closing and an additional 19,000,000 shares upon initial commercialization of NanoSphere’s products. All common shares issued at a deemed price of $0.50 per common share to existing shareholders of NanoSphere. Corazon also intends to complete a financing of $7,000,000 CAD, for which the terms will be announced in short order.

NanoSphere is also pleased to announce that it is in the process of submitting a listing statement to the Canadian Securities Exchange (CSE). This move provides greater flexibility to the company while developing revenue streams and will greatly reduce initial listing and on-going public company costs.

Headquartered in Denver, Colorado, NanoSphere Health Sciences is a biotechnology firm specializing in the creation of NanoSphere Delivery System™ platform for the supplement, nutraceutical, over-the-counter medications, pharmaceutical, animal health, and cannabis industries and beyond. Its patent-pending NanoSphere Delivery System™ represents one of the most important developments for advancing the non-invasive delivery of biological agents in over 25 years. www.nanospherehealth.com.