EVITRADE Health Systems Corp. (CNSX:AID) announced the spin-off of C&C Cosmeceuticals Corp. on January 23, 2017. EVITRADE Health Systems Corp. entered into arrangement agreement to spin-off C&C Cosmeceuticals Corp. on February 6, 2017. EVITRADE will transfer the CBD Assets and the Industrial Hemp Assets to C&C Cosmeceuticals in consideration for 7,790,265 shares from C&C Cosmeceuticals and each EVITRADE shareholder receiving up to 100 shares from C&C Cosmeceuticals, and such distributed C&C shares shall be multiplied by the conversion factor so that EVITRADE will receive from C&C that number of shares equal to the issued and outstanding EVITRADE Shares as of the share distribution record date, multiplied by the conversion factor. All the existing EVITRADE shareholders will receive C&C Cosmeceuticals shares on a 1:1 basis. Under the terms of the transaction EVITRADE Health Systems will spin-off five subsidiaries including C&C Cosmeceuticals. Each subsidiary spin-off transaction will have different share distribution ratios of up to a 20:1 consolidation effect, different share record distribution dates, and different effective dates.

The transaction is subject to regulatory and judicial approvals, C&C Cosmeceuticals shareholder approval and approval by EVITRADE Health Systems shareholders. As of February 6, 2017, the transaction was unanimously approved by EVITRADE Health Systems board. As of March 3, 2017, the transaction received unanimous approval from the shareholders of EVITRADE. As on March 17, 2017, the transaction received approval from the Supreme Court of British Columbia and the record date for the first subsidiary company holding the TULIP(TM) Intellectual Property to be spun off is decided as March 20, 2017. The transaction is expected to close on March 9, 2017. The record date for the distribution to shareholders will be April 4, 2017. As on April 21, 2017, the ex-distribution date is April 24, 2017, and the share dividend record date for C&C Cosmeceuticals has been amended to be April 26, 2017. Haywood Securities Inc. acted as financial advisor for EVITRADE Health Systems Corp.