Cult Food Science Corporation (PK)【CULTF】株式ニュース

$CULTF REPEAT: CULT Food Science Expands IP Portfolio with Multiple Cellular Agriculture Patents, Machine Learning Data and Bioprocess Prototyping ToolkitsPress Release | 03/01/2022
REPEAT: CULT Food Science Expands IP Portfolio with Multiple Cellular Agriculture Patents, Machine Learning Data and Bioprocess Prototyping Toolkits

Canada NewsWire

VANCOUVER, BC, March 1, 2022

The Company's Subsidiaries and Portfolio Companies to be Granted a 15-Year License to Cella Food System's IP Portfolio for Decentralized Cellular Agriculture Product Development

VANCOUVER, BC, March 1, 2022 /CNW/ - CULT Food Science Corp. ("CULT" or the "Company"), an innovative investment platform with an exclusive focus on cellular agriculture that is advancing the development of novel technologies to provide a sustainable, environmental, and ethical solution to the global factory farming and aquaculture crises, is pleased to announce it has entered into a binding Letter of Intent (the "LOI" or the "Transaction"), dated February 25, 2022 with Cella Food Systems Inc. ("Cella"). The Transaction will enable the Company to accelerate its proprietary, cell-based, product development capabilities via Cella's patent portfolio, machine learning data and prototyping IP toolkits, all while crystalizing turnkey research collaborations and leveraging the methodologies of Cella's accomplished inventors. CULT continues to build defendable moats around its leading cellular agriculture ("CellAg") intellectual property ("IP"), patent and investment platform through the additive commercial arrangement.

CULT Food Science Corp. (CSE: CULT, OTC: CULTF, FRA: LN0) (CNW Group/CULT Food Science Corp.)

Management Commentary

"CULT has long recognized that the goal is to build a CellAg ecosystem, not just a portfolio of investments. We believe that, while competitive, actors in the cell-based arena are dedicated to a sustainable and collaborative future. The Company's trusted relationship as an investor and partner across many verticals allows the Company to bring to bear, where applicable, its own platform technologies to aid and augment its rapidly growing investees. This is expected to ultimately result in multiple future revenue and royalty streams for CULT as it contributes not just capital, but also cutting-edge technologies across its portfolio. This is the first step in the Company's strategic plan to harness the upside of the nascent cell-based foods markets not only as an investor, but as a principal," commented Lejjy Gafour, President of CULT.

"This is a transformational step forward for CULT, which lays the foundation for mutually beneficial research and development collaborations as we expand our own internal platform to become a strongly positioned as a leading-edge provider of cellular agriculture IP, machine learning and breakthrough science around cell-based foods. This access gives us a first-mover advantage that we will work to strategically leverage across our portfolio companies as well as to protect technological CellAg superiority. We look forward to rapidly deploying Cella's IP and patents across our ongoing initiatives in our pursuit to provide our growing shareholder base with preeminent access to the future of food," added Lejjy Gafour.

Transaction Terms

Pursuant to the terms and conditions of the LOI, CULT and Cella will exchange CAD 300,000 worth of common shares (the "Shares") of their respective companies, with such shares being valued as follows:

Each of CULT's shares will be valued based on the volume weighted a price of CULT's shares on the Canadian Securities Exchange (the "CSE") for the 15 trading days prior to the date of execution of the Definitive Agreement, subject to the minimum price per share allowed under the policies of the CSE; and
CELLA's shares will be valued at a CAD 10,000,000 pre-money valuation.

The Shares issued by the parties under the share exchange shall be subject to resale restrictions in accordance with applicable securities laws and the policies of the CSE, if applicable. In addition, the CULT shares issued to Cella will be subject to a voluntary six-month hold period.

In addition, Cella will grant CULT, CULT's current or future subsidiaries, a 15-year license to utilize all of Cella's intellectual property at the date of the signing of the definitive agreement, including without limitation Cella's registered patents, under preferential commercial terms to be further defined in the License Agreement. The scope of use shall be defined in the License Agreement, but shall include the portfolio companies of CULT, with a quarterly review by the parties.

Intellectual Property

Cella's patents were developed by leading synthetic biology scientists and experts from MIT and Yale University. They focus on, but are not exclusively around, systems and methods for producing novel proteins from fungal cell lines. Cella's proprietary cell-based food and beverage IP toolkits can be a baseline that can help companies disrupt the emerging cell-based marketplace. Cella's machine learning data aims to help CULT transform food systems with more cost-effective manufacturing processes while using fewer resources than current food and beverage companies.

The fungal cell line methodologies patent portfolio includes the following potential capabilities and applications:

Bleeding feature in meat: proteins that make cell-based meat bleed like animal-based proteins;
Lab grown collagen: proteins with multiple health boosting properties including optimizing immunity and maintaining skin health;
3D scaffold: creates structural elements for use in cell-based meats for a more realistic mouth feel through supporting muscle, fat and tissue development; and
Peptides: a method for producing mammalian cell adhesion properties on cell surfaces; used to improve structure in cell-based meat applications.

Transaction Rationale

The Transaction is designed to accelerate CULT's proprietary cell biology and bioprocess engineering capabilities, as well as complement its existing cell-based investment platform holdings. Further, the Transaction potentially allows for cost savings, increased yields, faster times to market and decentralized CellAg product development across the Company's evolving investment portfolio and IP platform.

The development of Cella's foundational portfolio was led by Dr. Kate Krueger. She is a technical expert for the XPRIZE Feed the Next Billion project, a former Research Director of New Harvest and a former employee of Perfect Day Foods, which was the first precision fermentation company to make milk proteins where she contributed to their foundational patent. The patents centre fundamentally around her filing for Cella entitled "Systems and methods for producing meat from fungi". Finally, CULT believes that Cella's leading science around machine learning data and open-source prototyping IP toolkits will help empower its portfolio companies to accelerate their innovations on a global level.

About Cella Food Systems

Cella Food Systems ("Cella") is the perfect OS platform for innovative cell-based food companies to advance technologies that can solve the world's biggest food supply challenges, which are being lost in commercialization bottlenecks today. Cella speeds up the development process so that we can find solutions in time to feed our growing population in the near decades.

About CULT Food Science

CULT Food Science Corp. (CSE: CULT) is an innovative investment platform with an exclusive focus on cellular agriculture that is advancing the development of novel technologies to provide a sustainable, environmental, and ethical solution to the global factory and aquaculture crises. The first-of-its-kind in North America, CULT Food Science aims to provide individual investors with unprecedented exposure to the most innovative start-up, private or early-stage cultivated meat and cultured dairy companies around the world.

Additional information can be found by viewing the Company's website at www.cultfoodscience.com or its regulatory filings on www.sedar.com.

On behalf of the Board of Directors of the Company,

CULT FOOD SCIENCE CORP.

"Lejjy Gafour"
Lejjy Gafour, President

Forward-Looking Information:

Information set forth in this news release may involve forward-looking statements. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address a company's expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include but are not limited to the following risks: those associated with marketing and sale of securities; the need for additional financing; reliance on key personnel; the potential for conflicts of interest among certain officers or directors with certain other projects; and the volatility of common share price and volume. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and except as required by law, the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements. For further information on risk, investors are advised to see the Company's MD&A and other disclosure filings with the regulators which are found at www.sedar.com.

$CULTF: Boatload of FILINGS released today.......... BAM

https://www.cultfoodscience.com/

Now at 0.31

GO $CULTF

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CULT Food Science Portfolio Company Fiction Foods
Introduces Proprietary Cell-based Performance Scramble
Fiction Foods’ Performance Scramble is a Nutrient-Rich and Cell-based Formula that is Optimized for Human Performance to be Consumed in Place of a Chicken Egg
Vancouver, British Columbia, February 15, 2022 / CNW /– CULT Food Science Corp. (“CULT” or the “Company”) (CSE: CULT) (OTC: CULTF) (FRA: LN0), an innovative investment platform with an exclusive focus on clean, lab-grown food that is advancing the development of novel technologies to provide a sustainable, environmental and ethical solution to the global factory farming and aquaculture crises, is pleased to announce that its portfolio company, Fiction Foods, LLC (“Fiction Foods”), has provided significant operational updates and manufacturing guidance for the first half of 2022 related to its novel cellular agriculture product pipeline. In November 2021, CULT led the seed round of financing for Fiction Foods, which is an intelligent food design company founded by Brendan Brazier, co-founder of plant-based food pioneer Vega.
Fiction Foods aims to reinvent the way that nutrient dense protein is produced, by doing it in a more efficient manner while doing less harm to the environment. Vega was acquired in 2015 by WhiteWave Foods Company for US$550 million, representing one of the most successful cash exits in the nascent years of the plant-based industry. Mr. Brazier also co-developed Beyond Meat's (NASDAQ: BYND) "Beast Burger", which launched as Beyond Meat's first burger in 2015.
To date, Fiction Foods has completed bench-scale formulation and prototyping work for their flagship food product known as “Performance Scramble”. Performance Scramble is a nutrientrich liquid that is designed to enhance mental and physical performance, which can be used to replace a chicken egg. Conventional applications include all typical uses of chicken eggs. However, the functional nutrition delivered by Performance Scramble is designed to be superior to that of a chicken egg and is expected to be produced at a fraction of the environmental cost. Some of the nutrient optimizations of Fiction Foods’ Performance Scramble include:
? 15% more animal-quality protein than a chicken egg;
? More DHA omega-3 than salmon, which can promote long- term brain health;
? More zinc than oysters, which can promote optimal metabolic function;
? More probiotics than yogurt, which can promote healthy intestinal flora;
? More antioxidants than blueberries, to help combat free radicals produced from
exercise/exertion;
? MCT-oil, which can promote enhanced cognitive performance; and,
? Beta glucan, to help boost the immune system.
Fiction Foods also reported that it is in the process of finalizing long-term ingredient supply and manufacturing agreements ahead of the commercial launch of Performance Scramble in the third quarter of 2022. Additionally, Fiction Foods has recently revealed its brand and new company website, which can be visited via the following link: https://www.fictionfoods.com/
Management Commentary “CULT applauds the accelerated product development timeline out of the Fiction Foods camp,” said Lejjy Gafour, President of CULT. “Their inaugural product, the aptly-named Performance Scramble, has been designed to drive human potential while providing an offset for its environmental footprint. The Performance Scramble prototype is a testament to Brendan’s lifelong pursuit to improve both human health and the environment, evidenced by his thought leader status and successful exits in the food optimization space,” added Mr. Gafour.
Brendan Brazier, Founder of Fiction Foods, commented, “Creating a nutrient-dense, versatile
liquid that can be used in place of a chicken egg has long been an objective of mine. We are
working hard so that Performance Scramble will be used to bolster mental and physical
performance far beyond that of a chicken egg’s nutritional capability, while leaving the chicken
alone. It’s not a fake egg, but a whole new culinary experience, that is made from a signal-cell
organism called euglena that contains animal-like and high-quality protein, but without the
animal.”
About Fiction Foods
Fiction Foods leverages emerging technology to help construct a transparent, intelligently
designed, smarter food system that comes at a lower environmental cost than the current, while
returning significantly more nutrition. Built upon a data-driven approach to product construction,
Fiction Foods has the goal of obtaining more nutrients (proteins, vitamins, minerals, antioxidants,
phytochemicals) while consuming less of each natural resource (land, water, fossil fuel). They call
this the Nutrient to-Resource Ratio, and it is their North Star. Each ingredient used not only
comes at a lower environmental cost, but is synergistically arranged within each formula. The
result is a purpose-driven nutritional solution to both human and environmental health and
advancement. Fiction is a solutions company, expressed through food.
About CULT Food Science
CULT Food Science Corp. (CSE: CULT) is an innovative investment platform with an exclusive focus
on clean, lab-grown food that is advancing the development of novel technologies to provide a
sustainable, environmental, and ethical solution to the global factory farming crisis. The first-ofits-kind in North America, CULT Food Science aims to provide individual investors with
unprecedented exposure to the most innovative start-up, private or early-stage cultivated meat
and cultured dairy companies around the world.
Additional information can be found by viewing the Company's website
at www.cultfoodscience.com or its regulatory filings on www.sedar.com.
On behalf of the Board of Directors of the Company,
CULT FOOD SCIENCE CORP.
"Lejjy Gafour"
Lejjy Gafour, President
For further information about CULT Food Science Corp.:
Tel: +1 (833) HEY-CULT (+1 (833) 439-2858)
Email: IR@CULTFoodScience.com
Web: www.CULTFoodScience.com
Twitter: @CULTFoodScience
For French inquiries about CULT Food Science:
Maricom Inc.
Tél: (888) 585-6274
Email: rs@maricom.ca
Forward-Looking Information:
Information set forth in this news release may involve forward-looking statements. Forwardlooking statements are statements that relate to future, not past, events. In this context,
forward-looking statements often address a company's expected future business and financial
performance, and often contain words such as "anticipate", "believe", "plan", "estimate",
"expect", and "intend", statements that an action or event "may", "might", "could", "should", or
"will" be taken or occur, or other similar expressions. By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements, or other future events, to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking
statements. Such factors include but are not limited to the following risks: those associated with
marketing and sale of securities; the need for additional financing; reliance on key personnel; the
potential for conflicts of interest among certain officers or directors with certain other projects;
and the volatility of common share price and volume. Forward-looking statements are made
based on management's beliefs, estimates and opinions on the date that statements are made
and except as required by law, the Company undertakes no obligation to update forward-looking
statements if these beliefs, estimates and opinions or other circumstances should change.
Investors are cautioned against attributing undue certainty to forward-looking statements. For
further information on risk, investors are advised to see the Company's MD&A and other
disclosure filings with the regulators which are found at www.sedar.com.

GO $CULTF