July 3, 2020 – TheNewswire – TruTrace Technologies Inc. (CSE:TTT); (CNSX:TTT.CN); (OTC:TTTSF) (“TruTrace” or the “Company”), creator of a fully-integrated blockchain platform that registers and tracks intellectual property for the cannabis industry, is pleased to announce it has signed a software license agreement with OrionOne Global, Inc. (“OrionOne”), a global supply chain provider delivering best-in-class technology which serves as a logistics and tracking smart-hub for navigating shipments and logistics worldwide.
Under the agreement (the “License Agreement“), TruTrace will be able to leverage the OrionOne platform to support commercialization of its core products for its customers. “Finalizing this license agreement with OrionOne not only assures the long-term functionality of StrainSecure(TM), but we believe it will open up market opportunites for TruTrace in other key industries,” stated Robert Galarza, CEO of TruTrace. “Our core mission was built on traceability of quality assurance and testing details at a very granular level and we believe the incorporation of logistics tracking will significantly expand our client base.”
“We are thrilled to bring together these synergetic technologies. Licensing OrionOne will give TruTrace the ability to maximize its commercial opportunites, as well as begin to expand its offering beyond the cannabis industry,” said Tommy Stephenson, Founder and CEO of OrionOne. “When we developed OrionOne over four years ago it was done so with a macro view of shipping and logistics which will compliment the precise level of detail provided by TruTrace incredibly well.”
About TruTrace Technologies
TruTrace Technologies is the developer of fully integrated software, secured on a blockchain infrastructure, that gives clients the ability to store, manage, share and immediately access quality assurance and testing details, COAs, as well as motion and movement intelligence on inventory from batches and lots to serialized items.
The platform was specifically designed to power the traceability of testing standards within the legal cannabis, nutraceutical, food and pharmaceutical space with a focus on the authentication of source materials or ingredients used in formulation.
Highlights of the system include:
– Interoperable and collaborative
– Master registry for source ingredients
– Data secured and immutable
– API integrations to 3rd party systems for record management, reporting and e-commerce
– Real-time testing details connected to each inventory item
– Master testing dashboard for manufacturers and laboratories, including financials
– Digital management of LOD (Limits of Detection) and LOQ (Limits of Quantification) to power transparent testing
– Dynamic batch/lot management
– Quality assurance specs and threshold alert capabilities
Under the License Agreement, the Company has agreed to pay OrionOne, a company controlled by an officer of the Company, Tommy Stephenson, an initial license fee of CAD $385,000 which shall be paid through the issuance of 7,700,000 common shares of the Company (each, a “Common Share“) at a deemed price of $0.05 per Common Share to OrionOne. The initial term of the License Agreement is five years, renewable for consecutive five year terms with the license being perpetual in nature. In addition, the Company agreed to pay OrionOne a fee of US$25,000 within 30 days of the closing of the Company’s next equity financing, or six months from the date of the License Agreement, whichever is sooner. The Company also agreed to pay OrionOne a nominal annual license fee in lieu of royalty payments.
The Common Shares issued in connection with the License Agreement are subject to resale restrictions imposed by applicable law or regulation, including a statutory hold period expiring November 3, 2020.
The License Agreement with OrionOne (the “License“) was a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The License was exempt from the valuation requirement of MI 61-101 by virtue of the exemptions contained in section 5.5(b) of MI 61-101 as the Company’s Common Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(b) of MI 61-101 in that the fair market value of the License did not exceed $2,500,000 and the other conditions set out in section 5.7(1)(b) of MI 61-101 were met. As the material change report disclosing the License is being filed less than 21 days before the transaction, there is a requirement under MI 61-101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company it was necessary to immediately close the Licenes and therefore, such shorter period was reasonable and necessary in the circumstances to secure valueable rights for the Company.
For More Information:
Robert Galarza, Chief Executive Officer and Director, 844-656-3629
Disclaimer for Forward-Looking Information
This news release contains forward-looking information that involves various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of the Company, such as statements that TruTrace will be able to leverage the OrionOne platform to support commercialization of its core products, and the companies will work together to discover mutually beneficial opportunities in markets around the world; the License Agreement assures the long-term functionality of StrainSecure(TM), the Company’s hopes that it will open up market opportunites for TruTrace in other key markets; the Company’s belief that linking into global freight will significantly expand its client base; and that licensing OrionOne will give TruTrace the ability to maximize its commercial opportunites, as well as begin to expand its offering beyond the cannabis industry. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information, including adverse market conditions and other factors beyond the Company’s control. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. The Company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.