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LEXARIA BIOSCIENCE CORP. : Entry into a Material Definitive Agreement, Regulation FD Disclosure (form 8-K)

11/19/2020 | 04:32pm

Item 1.01 Entry into a Material Definitive Agreement

On November 18, 2020, Lexaria Bioscience Corp. ("Lexaria") via its subsidiary Lexaria CanPharm ULC ("CanPharm"), entered into an asset purchase agreement (the "APA") for the sale of CanPharm's rights as licensee and licensor to the use and sublicense of Lexaria's DehydraTECH Technology (the "Asset Sale") in association with products containing 0.3% or greater tetrahydrocannabinol ("THC") with Hill Street Beverage Company Inc. ("Hill Street").

Pursuant to the APA, the Asset Sale has an anticipated closing date of November 30, 2020 and will result in CanPharm receiving cash consideration of $350,000, share equity valued at $1,500,000 and a promissory note having a principal amount of $2,000,000 and bearing interest at a rate of 10% per annum. In addition, CanPharm will receive a limited license from Hill Street to use DehydraTECH with limited THC products outside of Canada and the US. CanPharm will maintain its Health Canada cannabis license and the licensed facility for continuing its conduction of research in connection with cannabis. In addition, CanPharm will maintain its shareholdings in third party companies.

Item 7.01 Regulation FD Disclosure

On November 18, 2020, Lexaria ,via its subsidiary Lexaria Hemp Corp. ("Hemp") and Hill Street mutually agreed to terminate the technology license agreement and joint venture agreement originally executed on July 23, 2019 and all of the obligations and liabilities each party had in association with such agreements. In the place of these agreements, Hemp and Hill Street entered into a new multi-product license agreement providing Hill Street with a global non-exclusive license to produce cannabidiol infused products containing 0.29% or less THC and utilizing the DehydraTECH technology for a ten year period for certain usage fees.

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