Roadman Investments Enters Into Definitive Agreement for Acquisition of CLOV Biopharma Corp.
VANCOUVER, British Columbia, Feb. 14, 2020 (GLOBE NEWSWIRE) — Roadman Investments Corp. (TSXV: LITT)(FWB: 1QD)(OTC: RMANF) (“Roadman Investments” or the “Company”) is pleased to announce that, further to its press release of February 12, 2020, it has now entered into a Definitive Agreement (the “Agreement”) pursuant to which it has acquired all of the issued and outstanding shares of CLOV Biopharma Corp. (“CBP”).
CLOV Biopharma Corp. is focused on conducting further research and development of cedar leaf oil vapour (“CLOV”) for the purposes of preventing the spread of Coronavirus and other similar potentially pathogenic respiratory viruses, for example, influenza and para-influenza viruses, and respiratory syncytial viruses. CBP is working in partnership with Dr. James Hudson, Ph.D, who is widely considered to be one of the foremost virologists in Canada, in an effort to expand upon and potentially commercialize his many years of study and scientific analysis involving the antimicrobial and antiviral properties of cedar leaf (Thuja plicata) oil. Previous studies by Dr. Hudson have shown that most of the human respiratory viruses tested so far have been found vulnerable to cedar leaf oil and cedar leaf oil vapour. It is expected that corona viruses, including COVID-19, will be similarly vulnerable. In general, the respiratory viruses not only can kill susceptible cells and multiply and spread, but they can also induce the production of excessive amounts of inflammatory cytokines, which can result in chronic inflammation of the lungs, as in bronchitis. Previous tests have shown that cedar leaf oil can inhibit this process in a model cell culture system.Previously published manuscripts authored by Dr. Hudson have concluded that, in a laboratory setting, CLOV was effective in killing (inactivating) several human respiratory viruses, including Influenza virus, Rhinovirus, Adenovirus, as well as Herpes simplex virus. It was also shown that short-term exposure to CLOV had no adverse effect on cultured lung epithelial cells, thus confirming it is not cytotoxic. Further, it was shown that CLOV also partly reversed the pro-inflammatory effect caused by Rhinovirus infection, which means that it acts as a multifunctional therapeutic agent.CBP intends to manufacture or source a diffuser that is functional with cedar oil that may be effective in killing viruses to prevent them from spreading. CBP has an exclusive license for the right to acquire and use cedar leaf oil vapour, including certain know-how, industry knowledge, and experience relating to CLOV for the pharmaceutical, healthcare, and biotechnology industries.CoronavirusCoronaviruses (CoV) are a large family of viruses that cause respiratory illness ranging from the common cold to more severe diseases such as Middle East Respiratory Syndrome (MERS-CoV) and Severe Acute Respiratory Syndrome (SARS-CoV). These two viruses were responsible for pandemics. A novel coronavirus (nCoV), recently formally named “COVID-19” by the World Health Organization, is a new strain that has not been previously identified in humans¹.¹ World Health OrganizationCoronaviruses are zoonotic, meaning they are transmitted between animals and people. Detailed investigations found that SARS-CoV was transmitted from civet cats to humans and MERS-CoV from dromedary camels to humans. Other known coronaviruses are circulating in animals that have not yet infected humans.Luke Montaine, CEO of Roadman Investments commented, “We are very excited to have acquired CLOV Biopharma Corp. CBP’s management and advisors bring significant expertise along with over 10 years experience in utilizing cedar leaf oil vapour in a variety of both clinical laboratory and real world commercial scenarios in studying and combatting the spread of numerous viruses and toxic mold. We have the privilege to be working closely with Dr. James Hudson, a leading virologist and professor emeritus from the University of British Columbia, to further study and potentially bring products to market that may help combat an array of viruses. It is highly encouraging that Dr. Hudson’s findings show that CLOV appears to have selective toxicity that targets viruses but does not do any harm to healthy human epithelial cells.”Under the terms of the Agreement, Roadman has acquired all of the issued and outstanding common shares of CBP in exchange for 13,000,000 common shares of the Company. The acquisition is subject to TSX Venture Exchange approval.About Roadman InvestmentsRoadman Investments is a Canadian Venture Capital and Advisory Firm that strives to actively drive innovation and accelerate growth within its portfolio holdings in order to realize alpha returns for its shareholders. Roadman invests capital into companies that offer breakthrough products, devices, treatments and health supplements.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.This news release includes certain statements that constitute “forward-looking information” within the meaning of applicable securities law, including without limitation, obtaining TSX Venture Exchange approval for the transaction with CBP, potential positive outcomes or effects with cedar leaf oil vapor and any potential further studies conducted, sourcing or manufacturing an appropriate diffuser, other statements relating to the financial and business prospects of the Company, and other matters.Forward-looking statements address future events and conditions and are necessarily based upon a number of estimates and assumptions. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved), and variations of such words, and similar expressions are not statements of historical fact and may be forward-looking statements. Forward-looking statement are necessarily based upon a number of factors that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements express or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, anticipated costs and the ability to achieve goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks.Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, the loss of key directors, employees, advisors or consultants, increase in costs, litigation, failure of counterparties to perform their contractual obligations and fees charged by service providers. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company 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 securities legislation. This news is not for dissemination within the United States of America.Tel: 604.760.8755