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Tetra Bio-Pharma Enters into Agreement to Acquire Remaining 20% Interest in Phytopain Pharma Subsidiary

02 January, 2018

OTTAWA, ONTARIO -- (Marketwired) -- 01/02/18 --

Bio-Pharma Inc. ("Tetra" or the "Corporation") (TSX VENTURE:TBP)(OTCQB:TBPMF), a global leader in cannabinoid-based drug development, today announced that it has entered into a share purchase agreement (the "Purchase Agreement") with entities controlled by André Rancourt, Chairman of the Board of Directors of the Corporation, and Guy Chamberland, Chief Scientific Officer of the Corporation (collectively, the "Vendors").

Under the terms of the Purchase Agreement, Tetra will acquire from the Vendors all of the remaining issued and outstanding common shares of Tetra's subsidiary, Phytopain Pharma Inc. ("PPP"), currently held by the Vendors (representing 20% of the issued and outstanding shares of PPP) for an aggregate purchase price (the "Purchase Price") of $12,425,089 (the "Transaction"). Upon completion of the Transaction, PPP will become a wholly-owned subsidiary of Tetra.

"Upon completion, this transaction will be a significant milestone for Tetra Bio-Pharma and all our stakeholders," said Bernard Fortier, Tetra's CEO.

"The two selling shareholders - our Chairman and our Chief Scientific Officer - are both committed to the long-term success of Tetra as evidenced by their agreement to accept shares in Tetra in lieu of an all- cash transaction. As well, a percentage of those shares are going to be released once certain key milestones for the company have been reached," he said.

"This transaction will allow Tetra to gain 100% control of Phytopain Pharma, a key asset in the development of our pipeline of cannabinoid-based drugs and gives our company full flexibility to enter into other partnerships or agreements in the future."

The Transaction is subject to customary closing conditions including, but not limited to, approval of the TSX Venture Exchange ("TSXV") and any other approval that may be required by the TSXV.

The Transaction

Under the terms of the Purchase Agreement, the Purchase Price for the Transaction is comprised of the following:

  • Cash: An aggregate cash payment of $248,000 (the "Cash Payment"). Under the terms of the Purchase Agreement, the Cash Payment is payable in escrow as of the signature of the Purchase Agreement and has been paid to the Vendors' legal counsel in trust for the Vendors pending receipt of approval for the Transaction from the TSXV. In addition, Tetra has agreed to pay the Vendors, immediately upon signature of the Purchase Agreement, a non-refundable amount of $200,000, payable out of the funds available for the Cash Payment, to induce the Vendors to provide an exclusivity of negotiation to the Purchaser for the Transaction.

  • Promissory Notes: Promissory notes issued by Tetra to the Vendors in an aggregate principal amount of $2,236,696 (the "Notes"), which Notes are payable in accordance with a specified milestone schedule as described in the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the Notes have been delivered to the Vendors' legal counsel in trust for the Vendors pending receipt of approval for the Transaction from the TSXV.

  • Tetra Shares: Common shares of Tetra ("Common Shares") will be issued to the Vendors as follows:

    • Upon completion of the Transaction, an aggregate of 2,485,218 Common Shares will be issued to the Vendors.

    • Upon completion of the Transaction, 7,455,653 Common Shares will be issued to
      Computershare Trust Company of Canada, as escrow agent (the "Escrow Agent"), to be held in escrow and released by the Escrow Agent under the terms and conditions set forth in the Purchase Agreement and the terms and conditions of an escrow agreement to be executed at closing by the Vendors, the Corporation and the Escrow Agent.

The Vendors under the Purchase Agreement are entities controlled by André Rancourt, Chairman of the Board of Directors of the Corporation, and Guy Chamberland, Chief Scientific Officer of the Corporation and are therefore considered "non-arm's length parties" under the rules of the TSXV. Mr. Rancourt and Mr. Chamberland have properly disclosed their respective interest in the Transaction to the board of directors of the Corporation.

The Transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). While MI 61-101 would generally subject the transaction to minority shareholder approval and formal valuation requirements, the Corporation will avail itself of the exemptions applicable under Section 5.5(a) of MI 61- 101.

Mr. Rancourt currently has ownership or direction and control over (i) an aggregate of 465,000 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 0.37% of the issued and outstanding Common Shares on a non- diluted basis and approximately 4.66% of the issued and outstanding Common Shares on a partially diluted basis. Further to the completion of the Transaction, and assuming that all of the Common Shares issued in escrow and allotted to Mr. Rancourt are released to Mr. Rancourt or an affiliate of Mr. Rancourt in accordance with the Purchase Agreement, Mr. Rancourt would then have ownership or direction and control over (i) 5,435,436 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 4.20% of the issued and outstanding Common Shares on a non-diluted basis and approximately 8.17% of the issued and outstanding Common Shares.

Mr. Chamberland currently has ownership or direction and control over (i) an aggregate of 1,250,000 Common Shares, (ii) 350,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 1.00% of the issued and outstanding Common Shares on a non-diluted basis and approximately 4.32% of the issued and outstanding Common Shares on a partially diluted basis. Further to the completion of the Transaction, and assuming that all of the Common Shares issued in escrow and allotted to Mr. Chamberland are released to Mr. Chamberland or an affiliate of Mr. Chamberland in accordance with the Purchase Agreement, Mr. Chamberland would then have ownership or direction and control over (i) 6,220,436 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 4.78% of the issued and outstanding Common Shares on a non-diluted basis and approximately 8.70% of the issued and outstanding Common Shares.

Each of Mr. Rancourt and Mr. Chamberland proposes to acquire the common shares for investment purposes, and has no current intention to increase his beneficial ownership of, or control or direction over, securities of Tetra. These investments will be reviewed on a continuing basis and their holdings may be increased or decreased in the future.

The Transaction is subject to customary conditions including, but not limited to, approval of the TSXV. The Transaction has been unanimously approved by Tetra's board of directors (with André Rancourt abstaining from voting) and Tetra anticipates that the Transaction will be completed in the first quarter of 2018.

About Tetra Bio-Pharma:

Tetra Bio-Pharma (TSX VENTURE:TBP)(OTCQB:TBPMF) is a biopharmaceutical leader in cannabinoid- based drug discovery and clinical development. Tetra is focusing on three core business pillars: clinical research, pharmaceutical promotion and retail commercialization of cannabinoid-based products. More information at: www.tetrabiopharma.com

Source: Tetra Bio-Pharma

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.

Forward-looking statements

Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Corporation's ability to control or predict, that may cause the actual results of the Corporation to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Corporation, through its wholly-owned subsidiary, GrowPros MMP Inc., to obtain a licence for the production of medical marijuana; failure to obtain sufficient financing to execute the Corporation's business plan; the success of the Rx Princeps product offering and inhalation device; guidance on expected sales volumes associated with the Rx Princeps product offering and inhalation device; competition; regulation and anticipated and unanticipated costs and delays, and other risks disclosed in the Corporation's public disclosure record on file with the relevant securities regulatory authorities. Although the Corporation has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Corporation does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.

Tetra Bio-Pharma Inc.
Bernard Fortier, MBA
Chief Executive Officer
(514) 360-8040 Ext. 206
bernard.fortier@tetrabiopharma.com
www.tetrabiopharma.com

Source: Tetra Bio-Pharma Inc.

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