Australis Finalizes Definitive Agreement to Acquire Rthm Technologies Inc.

LAS VEGAS, Oct. 29, 2018 /CNW/ – Australis Capital Inc. (CSE: AUSA) (“Australis” or the “Company“) is pleased to announce that the Company has finalized the definitive agreement (the “Agreement“)  to acquire 100% of the outstanding shares of Rthm Technologies Inc. (“Rthm“), the # 1 health app in 26 countries. As a privately held, federally incorporated company, Rthm holds several brand-associated trademarks and has developed the world’s first mobile genetics and circadian rhythm mapping platform for both iOS and Android devices.

Among the most advanced digital health platforms in the world, Rthm has developed a complete suite of proprietary technology including advanced heart rate tracking and analysis algorithms and comprehensive circadian rhythm mapping techniques. Built and designed to support every customer in achieving their unique health and wellness needs, Rthm is a top ranked health app with millions of downloads worldwide.

Pursuant to the terms of the Agreement, the Company will pay the following consideration to the shareholders of Rthm:

• the payment of an aggregate of CAD $800,000 in cash payable upon closing;
• the issuance of an aggregate of 1,742,611 common shares of Australis (“Shares“) to the shareholders of Rthm payable upon closing;
• the issuance and aggregate of CAD $200,000 in promissory notes to the shareholders of Rthm payable upon certain patents being granted to Rthm; and
• the issuance of shares to the shareholders of Rthm with an aggregate value of CAD $1,250,000 at a price equal to the greater of CAD $0.20 per Share or the closing price of the Shares at time of issue payable upon the achievement of certain milestones.

“The Rthm team has developed a technological and product roadmap for which we are uniquely positioned to execute,” said Alexandar Mosa, Chief Executive Officer of Rthm. “Our design principle will be a health first approach, where enhancing the efficacy of cannabis consumption through digital experiences and the world’s largest chemotaxonomic strain classifier will become an essential tool for millions of patients and consumers in the coming year. We believe Australis is best positioned to guide, support, and monetize the value we will jointly create.”

“Rthm is exceptionally positioned to leverage its proprietary biometric technologies to develop the world’s most advanced cannabis curation, delivery, and loyalty platform,” said Scott Dowty, Chief Executive Officer of Australis Capital. “Rthm’s transformative and licensable technology has the capability to alter the direct to consumer product experience, the creation of a database with broad industry impacts while leap frogging existing rudimentary delivery models.”