Aurquest Resources Inc.

December 13, 2017 16:51 ET

Aurquest Resources Inc. Signs Definitive Agreement With Xanthic Biopharma Limited

TORONTO, ONTARIO--(Marketwired - Dec. 13, 2017) - Dominque P Monardo, President of Aurquest Resources Inc. ("Aurquest" or the "Company") is pleased to announce the signing of a definitive agreement (the "Definitive Agreement") between Aurquest, Xanthic Biopharma Limited ("Xanthic"), and the shareholders of Xanthic (the "Xanthic Shareholders") as previously announced (see Aurquest press release dated December 1, 2017).

Pursuant to the Definitive Agreement, Aurquest will acquire all of the issued and outstanding common shares of Xanthic (the "Xanthic Shares") from the Xanthic Shareholders. As of the date of closing, there will be 37,252,000 issued and outstanding Xanthic Shares, inclusive of 10,252,000 Xanthic Shares issued at a price of $0.125 per share pursuant to a non-brokered private placement of Xanthic (the "Xanthic Private Placement") which closed today. In exchange for the Xanthic Shares, Aurquest will issue a total of 298,016,000 Aurquest common shares ("Aurquest Shares") at a ratio of eight (8) Aurquest Shares for each one (1) Xanthic Share (the "Exchange Ratio") at a deemed price of $0.01563 per Aurquest Share, resulting in a reverse take-over of Xanthic by Aurquest (the "Transaction").

Aurquest currently has 51,688,184 shares outstanding. The Transaction will result in the Company having approximately 349,704,184 common shares. On closing of the Transaction, the current Aurquest shareholders will have 51,688,184 shares (14.78%), the existing Xanthic shareholders will hold 216,000,000 Aurquest shares (61.77%), and the purchasers in the Xanthic Private Placement will hold 82,016,000 Aurquest shares (23.45%).

Upon completion of the Transaction, it is anticipated that Aurquest's current management and board of directors will resign and that representatives of Xanthic with the requisite experience to manage the Corporation in connection with the completion of the Transaction will be appointed, as follows:

Tim Moore - Chief Executive Officer and director

Mr. Moore has over 30 years experience in Fortune 500 leadership roles in Canada and USA having graduated through progressive positions in Marketing, Sales, Operations and General Management. Mr. Moore has extensive experience in the launch and growth of premium branded products across a broad range of categories. From 2009 to 2015 he was North American Managing Director of Brita GmbH Consumer and Foodservice water filtration businesses. Immediately before joining Xanthic, Mr. Moore was self-employed as a management consultant, providing consulting services to start-up and Private Equity firms conducting due diligence on consumer products companies.

Gary Galitsky - President and Director

Mr. Galitsky been producing craft cannabis for designated use for 7 years, and is proficient in all forms of extraction techniques. He is one of the earliest applicants in Canada to receive the MMAR license for both personal and designated production. He has consulted for a number of Licensed Medical Cannabis Producers to develop both scaled plant production growth strategy as well as extraction and secondary processes. Mr. Galitsky is self-employed.

Dr. Shafik Dharamshi - Director

Dr. Shafik Dharamshi is a physician registered with the College of Physicians and Surgeons of Ontario and is certified by the Canadian College of Family Physicians. He studied Biochemistry at McMaster University and received his Medical Degree from the University of Toronto. He has been practicing Emergency Medicine for the past 28 years and is currently a Staff Physician in the Emergency Department of the Scarborough Rouge Hospital. He has spent over ten years actively involved in senior roles in Phase 1, Phase 4 research and Biotechnology companies in Ontario. He has also been practicing Insurance and Medical Legal consulting for the past 22 years. Dr Dharamshi has been appointed as a Lecturer, University of Toronto, Faculty of Medicine, Department of Family and Community Medicine, Division of Emergency Medicine.

David Bhumgara CPA, CA (Chief Financial Officer)

Mr. David Bhumgara has over 20 years of senior management and capital markets experience with publicly listed companies on the TSX and TSX venture exchanges. Most recently he was CFO of Dundee Energy (TSX:DEN) Limited for 7 years.

The number of directors of the Company will initially consist of the three above noted directors. The vacancies created by the resignation of the Company's directors will be filled at a later date when qualified nominees are identified. Details in respect of the identity and qualifications of such directors will be provided when available.

The Company anticipates completing all of the required conditions of closing on or about December 15, 2017, at which time the Company will provide further information on the transaction.

Xanthic is a private Ontario company, which produces high quality, innovative, non-combustible cannabis, and cannabis-infused products which deliver consistent THC and/or CBD levels. Using a proprietary process, Xanthic is able to deliver superior solubility and consistency versus competitive infused products.

This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such statements include the closing of the Transaction; and Xanthic's expectation of the quality and effect of its products. There is no certainty that any of these events will occur. Although such statements are based on management's reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.

Company's securities have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. Persons", as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

Additionally, there are known and unknown risk factors which could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

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