Buccaneer Gold Corporation
TSX VENTURE : BGG

August 21, 2014 12:52 ET

Buccaneer Gold Corporation: Proposed Business Combination Update and Extension of Due Diligence Period

TORONTO, ONTARIO--(Marketwired - Aug. 21, 2014) -

THIS PRESS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION FOR UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Buccaneer Gold Corp. ("Buccaneer") (TSX VENTURE:BGG) - Further to its news release dated July 21, 2014, and in accordance with TSX Venture Exchange (the "TSX-V") Policy 5.2 ("Policy 5.2"), Buccaneer is pleased to provide an update on its activities and the status of its agreement to acquire through an arm's length business combination (the "Transaction") all of the issued and outstanding common shares of 8437726 Canada Inc., doing business as MedCannAccess ("MedCannAccess") and 8437718 Canada Inc. ("MedCannAccess Holdco"). MedCannAccess is a private company focused on providing access to the highest-quality medical cannabis products in accordance with the Marihuana for Medical Purposes Regulations promulgated by the Government of Canada. On July 21, 2014, Buccaneer issued a press release announcing that it had entered a binding letter of intent ("LOI") with MedCannAccess in respect of the Transaction.

The Transaction is expected to be structured as a Reverse Takeover pursuant to Policy 5.2. The Transaction will result in Buccaneer adopting such name as is proposed by MedCannAccess to continue as the parent corporation of MedCannAccess (the "Resulting Issuer") with the shares of the Resulting Issuer (the "Resulting Issuer Shares") to be posted and listed for trading on the TSX-V as of the closing of the Transaction.

Buccaneer is pleased to confirm that both it and MedCannAccess are proceeding with the Transaction as planned. As previously announced, the Transaction is subject to a number of requirements including, but not limited to, TSX-V and Buccaneer shareholder approval. The parties have also agreed to extend the due diligence period by 15 days in order to permit Buccaneer to have additional time to complete its studies. Pursuant to the terms of the LOI, the parties have until August 31, 2014 to complete their respective due diligence reviews and enter into a Definitive Agreement (as defined below). That deadline has now been extended to September 15, 2014. Buccaneer will file a notice of special meeting in respect of the Transaction once the shareholder meeting date has been determined.

Trading in the common shares of Buccaneer was halted on July 4, 2014 in connection with the Transaction, and will remain halted until such time as all required documentation has been filed with and accepted by the TSX-V and permission to resume trading has been obtained from the TSX-V.

Further Information

Further details about the proposed Transaction and the Resulting Issuer can be found in the press release issued by Buccaneer on July 21, 2014, and the parties will continue to provide additional details in further press releases. A comprehensive press release will be issued when the parties enter into a definitive agreement in respect of the transaction ("Definitive Agreement") and file a joint management information circular (the "Circular") to be prepared in respect of the Transaction.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a resource issuer should be considered highly speculative.

If and when a Definitive Agreement is executed, Buccaneer will issue a subsequent press release in accordance with the policies of the TSX-V containing the details of the Definitive Agreement and additional terms of the Transaction including information relating to sponsorship, summary financial information in respect of MedCannAccess, and to the extent not contained in this press release, history of MedCannAccess and the proposed directors, officers, and insiders of the Resulting Issuer upon completion of the Transaction.

Buccaneer will apply to the TSX-V for a waiver to any sponsorship requirements under the rules of the TSX-V but will engage a sponsor in connection with the Transaction if required in accordance with the policies of the TSX-V.

The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

A copy of the Definitive Agreement and Circular will be filed and available from Buccaneer's SEDAR profile available at www.sedar.com.

Forward-Looking Information

This news release contains forward-looking information based on current expectations. Forward-looking statements include estimates and statements that describe Buccaneer's future plans, objectives or goals, including words to the effect that Buccaneer or its management team expects a stated condition or result to occur. Forward-looking statements may be identified and include such terms as "believes", "anticipates, "expects", "estimates", "may", "could", "would", "will", or "plan". Actual results or statements relating to, among other things, the successful closing of the Transaction, execution of the Definitive Agreement, filing of the Circular, expected terms of the Transaction, the number of securities of the Resulting Issuer that may be issued in connection with the Transaction, the ownership ratio of Buccaneer and MedCannAccess post-closing, shareholder and regulatory approval of the Transaction and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking statements. 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. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. Buccaneer assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances except in accordance, and as required by, applicable securities law.

Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

This press release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Contact Information

  • Buccaneer Gold Corp.
    Paul Zyla
    President & Chief Executive Officer
    416.366.4227
    416.628.1655 (FAX)
    info@buccaneergold.com

    8437726 Canada Inc. dba MedCannAccess
    Blaine Dowdle
    Chief Executive Officer
    1-877-780-6337
    416-253-1021
    chat@medcannaccess.com