VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 2, 2014) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Nebo Capital Corp. ("Nebo") (TSX VENTURE:NBO.H) is pleased to announce that it has entered into a letter of intent with First Access Medical Inc. ("First Access") which outlines the general terms and conditions of a proposed transaction pursuant to which Nebo proposes to acquire all of the issued and outstanding securities of First Access in exchange for securities of Nebo (the "Transaction"). The LOI was negotiated at arm's length and is effective as of May 1, 2014.
Nebo is a Capital Pool Company listed on the NEX board of the TSX Venture Exchange (the "TSXV"). Nebo has not commenced commercial operations and has no assets other than cash. The Transaction, if completed, will constitute Nebo's "Qualifying Transaction", as defined in TSXV policies.
First Access is a Canadian company established to produce and supply medical marijuana pursuant to the Marihuana for Medical Purposes Regulations in the greater Hamilton area of Ontario.
The transaction terms outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be signed between the parties. The Transaction is subject to regulatory approval, including the approval of the TSXV and standard closing conditions, including the approval of the Definitive Agreement by the directors of each of Nebo and First Access and completion of due diligence investigations to the satisfaction of each of Nebo and First Access, as well as the conditions described below. The LOI contemplates the completion of a concurrent financing of $8 - $12 million on terms to be determined. The legal structure for the Transaction will be determined after the parties have considered all relevant tax, securities law, and accounting considerations. However, there is no assurance that a Definitive Agreement will be successfully negotiated or entered into and there is no assurance that the financing as described above will be completed.
In accordance with the TSXV policies, Nebo's shares are currently halted from trading and will remain so until such time as the TSXV determines, which depending on the policies of the TSXV, may not occur until completion of the Transaction.
Conditions to Transaction
Completion of the Transaction is subject to a number of conditions, including but not limited to acceptance by the TSXV and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. There can be no assurance that the Transaction will be completed as proposed or at all. Since the Transaction is not a non-arm's length transaction, at this point Nebo does not anticipate having to obtain shareholder approval for the Transaction but this remains subject to TSXV confirmation.
Other conditions to completion of the Transaction include:
- Negotiation and execution of a Definitive Agreement in respect of the Transaction.
- Completion of a private placement in at least such minimum amount as may be required to meet TSXV minimum listing requirements, if any.
- Preparation and filing of a filing statement outlining the definitive terms of the Transaction in accordance with the rules of the TSXV.
- Receipt of all director, shareholder and requisite regulatory approvals relating to the Transaction, including, without limitation, TSXV approval.
- Receipt by FAM of a license to produce marijuana for medical purposes from Health Canada (FAM submitted its licensing application to Health Canada in late January, 2014).
- Completion of an approximately 3:1 consolidation of the outstanding Nebo common shares.
Further details about the proposed transaction and the combined entity will be provided in a comprehensive press release and in the filing statement to be prepared and filed in respect of the Transaction.
Investors are cautioned that, except as disclosed in the filing statement 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 capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Nebo will engage a sponsor in connection with the Transaction if required in accordance with the requirements of the TSXV.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of Nebo that may be issued in connection with the Transaction, the ownership ratio of Nebo post closing, the requirement for shareholder approval and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. 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. The terms described above are not binding unless and until a Definitive Agreement is signed. Nebo assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.