Matica Enterprises Inc.
FRANKFURT : 39N
CNSX : MMJ

Matica Enterprises Inc.

January 06, 2015 08:30 ET

Matica Announces Plan of Arrangement for Multiple Spinoffs

TORONTO, ONTARIO--(Marketwired - Jan. 6, 2015) - Matica Enterprises Inc. (CSE:MMJ)(FRANKFURT:39N) ("Matica" or the "Company") is pleased to announce that it intends to undertake a plan of arrangement ("Plan of Arrangement"), which will involve the divestiture or spinoff of certain assets into four new subsidiary companies. Following the four spinoff transactions, Matica's operations will focus solely on obtaining its MMPR licence from Health Canada for its state-of-the art Nova Scotia based marijuana growing facility with "Ready To Build" status and currently awaiting final pre-licence inspection.

The board has decided to act upon this Plan of Arrangement in an effort to differentiate its assets. By undertaking this Plan of Arrangement, Matica will create better definition between the medical marijuana business, its core focus, and that of the historical mining and other non-core assets, which will heretofore exist within wholly owned holding companies. This strategy will enable Matica to spin off and divest its mining assets including the Grumpy Lizard in Nevada and other non-core assets, consisting of its rights to a letter of intent (the "THCO LOI") with 2426702 Ontario Inc., a corporation operating as THCO.ca; its rights to a letter of intent with Ludwig Industrial Solutions Limited; and its rights to a joint venture agreement with Bellerosa Distributing Ltd.

Apart from the mining assets spinoff announced on December 16, 2014, Matica wishes to note that THCO.ca is an end to end solution that facilitates the process and interaction between patients, doctors, suppliers & government agencies. Given that the industry is relatively new, there are issues and complications that make it difficult for doctors and patients to make informed decisions. While solving these problems THCO.ca aims to align its goals with Health Canada in order to receive support. THCO.ca wishes to ensure quality through user reviews, responsibility through audit trails and governance through controlling the entire process. To simplify the entire process so that patients are ultimately served with the care and attention they require is the ultimate goal. To accomplish this THCO.ca wraps a number of systems under a single umbrella which include a patient management system, prescription management system, marketplace system, inventory system, customer resolution system and a sophisticated reporting system to connect the dots.

Ludwig Industrial Solutions Limited is an industrial supply distributor in Bangladesh specializing in conveying solutions. Ludwig Industrial services companies in the tobacco production, food and agricultural manufacturing, tea drying and packing industries. It is the only supplier in Bangladesh to offer on-site splicing. Ludwig also offers specialized conveying products that are anti-static, food grade and/or FDA certified.

Bellerosa Distributing Ltd. will distribute and market cutting edge Chlorine Dioxide tablets in the medical marijuana industry for the elimination of mold, biofilm, and pests in controlled growing facilities; eliminating the need for harmful pesticides that are restricted by Health Canada.

Upon closing of the Plan of Arrangement, each Matica shareholder, as of the share distribution record date, will receive one new common share in the capital of Matica and its pro-rata share of the common shares of each of the subsidiaries to be distributed under the Plan of Arrangement for each currently held Matica share. The share distribution date will be determined by the board of directors of Matica and will be announced up on receipt of interim court approval for the Plan of Arrangement. Shareholders entitled to vote on the Plan of Arrangement will be defined as those holders of common shares as of the record date of January 15, 2015.

Matica and each of its subsidiaries will serve different markets and are subject to different competitive forces and will require diverse short-term and long-term strategies. The separation of the mining and other non-core assets into four independent companies will provide management of each company with a sharper business focus. This will permit the companies to pursue independent business strategies best suited to their business plans and allow them to pursue opportunities in their respective markets.

As separate companies, Matica and each of its subsidiaries will have enhanced access to the capital necessary to finance their respective growth strategies. By establishing four separate public companies with independent public reporting, investors and analysts can evaluate more easily each company relative to its respective assets. The board and management believe the Plan of Arrangement, when consummated, will provide a platform for growth for the shareholders of Matica as it will provide an immediate interest in the different companies and afford a secure and expedient development path for the development of various businesses in the subsidiaries. The spinoff is expected to provide a number of benefits to the existing investors of Matica, not the least of which will be as shareholders of all four new companies.

The Plan of Arrangement is subject to the approval by the shareholders of Matica at its upcoming special meeting on February 26, 2015, the Supreme Court of British Columbia, and the Canadian Securities Exchange. The Company will be providing full details of the plan of arrangement in its special meeting information circular, to be mailed to shareholders prior to the special meeting, and filed on SEDAR.

About Matica Enterprises Inc.

Matica is has signed a definitive agreement to earn a fifty percent interest in THC Dispensaries, Inc ("THCD"), a Nova Scotia applicant under the Marijuana for Medical Purposes Regulation ("MMPR"). THC Dispensaries has received a "Ready To Build" letter from Health Canada and is awaiting the pre-licence inspection to become a Licenced Producer under MMPR. The entire operation sits on 35 acres of land in the town of Antigonish. For more information on Matica Enterprises please visit the website at: www.maticaenterprises.com.

On behalf of the Board of Directors

MATICA ENTERPRISES INC.

Boris Ziger, CEO & Chairman

The Company's filings are available for review at www.sedar.com and www.thecse.com.

Cautionary Note Regarding Forward-Looking Statements

Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian Securities Regulators, which filings are available at www.sedar.com and www.thecse.com.

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