Highmark Marketing Inc.
CNSX : HMK
FRANKFURT : 1HM
PINKSHEETS : HMKTF

Highmark Marketing Inc.

November 26, 2014 09:30 ET

Highmark Marketing Announces Four for One Forward Stock Split, Record Date for Arrangement Agreement and Repricing of a Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 26, 2014) - Highmark Marketing Inc. (CSE:HMK)(FRANKFURT:1HM)(PINKSHEETS:HMKTF) ("Highmark Marketing") announces that it intends to complete a four-for-one forward stock split (the "Forward Split") with a record date of December 1, 2014 (the "Record Date").

Highmark Marketing intends to effect the Forward Split utilizing the "Push Out Method" whereby shareholders keep their current share certificates and the shareholders of record as of the close of business on the Record Date are provided with three additional common shares of Highmark Marketing. Highmark Marketing anticipates that the additional common shares will be issued to shareholders on or about December 4, 2014 (the "Delivery Date").

Highmark Marketing also announces that the shareholders of record on December 1, 2014 will be entitled to vote at a shareholders' meeting to determine whether to approve the arrangement agreement and plan of arrangement (the "Arrangement") entered into between Highmark Marketing and its wholly owned subsidiaries, Highmark Technologies Corp. ("Highmark Technologies") and MJ Bioscience Corp. ("MJ Bioscience") on October 23, 2014. Upon completion of the Forward Split, and provided Highmark Marketing's shareholders and the Supreme Court of British Columbia approve the Arrangement, Highmark Marketing's shareholders will receive the following for each pre-Forward Split share held in Highmark Marketing on January 12, 2015:

  • one share of Highmark Technologies; and
  • one share of MJ Bioscience.

In addition, Highmark Marketing has repriced the non-brokered private placement previously announced on October 16, 2014.

Forward Split

Following the Forward Split, each shareholder of Highmark Marketing as of the Record Date of December 1, 2014 will hold four common shares for every one common share held on the record date. Highmark Marketing currently has 13,868,607 issued and outstanding common shares and upon completion of the Forward Split will have 55,474,428 issued and outstanding common shares. The additional shares will be issued in Direct Registration System (DRS). DRS is an electronic form of share registration in "book-entry" form. Highmark Marketing's transfer agent will issue a "DRS Advice" to each holder confirming the additional shares issued and registered electronically in DRS. On the Delivery Date, the DRS Advices will be mailed to shareholders of Highmark Marketing on the Record Date. All incentive stock options and warrants issued by Highmark Marketing which have not been exercised by the Record Date will be adjusted to take into account the Forward Split.

Arrangement Agreement

Pursuant to the Arrangement, Highmark Marketing will divest its interest in MobiWeed - an online medical marijuana dispensary mapping service - to Highmark Technologies and its interest in its medical cannabis research programs to MJ Bioscience. In return, Highmark Technologies and MJ Bioscience will issue Highmark Marketing the number of shares required for Highmark Marketing to distribute Highmark Technologies and MJ Bioscience shares to its shareholders on a pre-Forward Split one-for-one basis. All shareholders of Highmark Marketing on December 1, 2014 are entitled to vote at a shareholder meeting to determine if the Arrangement should be approved. Provided the Arrangement Agreement is approved by Highmark Marketing's shareholders and the Supreme Court of British Columbia, all Highmark Marketing's shareholders of record on January 12, 2015 will be entitled to participate in the distribution of shares by Highmark Technologies and MJ Bioscience. The shares of Highmark Technologies and MJ Bioscience distributed to Highmark Marketing's shareholders will represent a return of paid in capital. The closing of the Arrangement is expected to occur in early 2015.

Private Placement

Highmark Marketing has repriced the non-brokered private placement previously announced on October 16, 2014. Highmark Marketing will now conduct a non-brokered private placement of up to 4,000,000 units at a price of $0.085 per unit for total proceeds of up to $340,000. Each unit will consist of one common share and one full share purchase warrant. Each warrant is exercisable into one common share for a period of 36 months from the date of issuance at a price of $0.15 per share. The common shares and warrants comprising the units will be subject to a four month and one day hold period in accordance with the policies of the Canadian Securities Exchange and applicable securities regulation. Highmark Marketing may pay a cash commission to certain finders equal to 10% of the gross proceeds raised and may issue to the finders that number of finders' warrants that will entitle the holder thereof to purchase that number of common shares that is equal to 10% of the number of units issued pursuant to the private placement for a period of 36 months from issuance at an exercise price of $0.15 per common share.

About Highmark Marketing

Highmark Marketing is a nutraceutical company, based in British Columbia, focused on bringing the health benefits of natural and herbal remedies to the market. Highmark Marketing intends to acquire, license, distribute, and market products in the nutraceutical industry.

Further information about Highmark Marketing is available under its profile on the SEDAR website www.sedar.com and on Highmark Marketing's page on the CSE website.

The CSE has not reviewed, nor approved or disapproved the content of this press release.

Forward-Looking Information:

This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of Highmark Marketing. Forward-looking information is based on certain key expectations and assumptions made by the management of Highmark Marketing, including future plans for acquisitions. Although Highmark Marketing believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Highmark Marketing can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. Highmark Marketing disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

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