Next Gen Metals Inc.
CNSX : N
OTC PINK : NXTTF
FRANKFURT : M5BN

Next Gen Metals Inc.

September 24, 2015 08:00 ET

Next Gen Enters into Letter of Intent to Acquire Market Leading Vaporizer E-Tailer Company

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 24, 2015) - Next Gen Metals Inc. ("Next Gen", the "Company") (CSE:N)(OTC PINK:NXTTF)(FRANKFURT:M5BN) reports it has entered into a binding letter of intent ("LOI") with Dollinger Enterprises Ltd., a market leader in the distribution and manufacturing of products including vaporizers, accessories and herbs with a presence in 25 countries (hereinafter referred to as "NamasteVapes"). In the first year of business ending August 31, 2015, NamasteVapes has achieved an initial unaudited revenue of over US$3.3 million and positive net earnings of over US$180 thousand, which demonstrates the market and growth potential for the company as it further expands into the production and distribution of high margin proprietary products, including the upcoming launch of the Guru, an enhanced vaporizer capable of seamlessly vaporizing liquids, concentrates and dry herbs from a single portable unit.

Consistent with Next Gen's business model and subject to the closing of the Transaction (as defined herein), the resulting entity will represent the realization of Next Gen's strategic objective to form an operating business with significant revenue growth and earnings potential, established brand and growing customer base, pipeline of expansion opportunities, and align with highly knowledgeable industry professionals that will leverage the decades of public markets experience provided by Next Gen.

Transaction Structure and Terms

Pursuant to the terms of the Transaction, it is anticipated Next Gen will acquire all of the issued and outstanding shares of Dollinger Enterprises USA Ltd from Dollinger Enterprises Ltd. and/or an entity designated to hold all of the issued and outstanding shares of Dollinger Enterprises USA Ltd. upon the closing date on or before December 15, 2015 (the "Transaction"), subject to the parties further considering all applicable tax, securities law and accounting efficiencies. The Transaction terms outlined in the LOI are binding on the parties and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be signed by the parties. The transaction is deemed to be a Fundamental Change as that term is defined in the CSE's policies. The LOI was negotiated at arm's length and is effective as of September 23, 2015.

Material terms of the Transaction include:

  • Consolidation of Next Gen's share capital on a 3:1 basis;
  • Issuance of 36,218,202 post consolidated shares by Next Gen in exchange for all of the outstanding shares of and/or existing assets of NamasteVapes (the "Acquisition Shares");
  • Issuance of 8,692,368 post consolidated shares by Next Gen to be held in an escrow account for distribution to the post-Transaction management of Next Gen over a period of 3-years, subject to the attainment of certain performance milestones to be further defined in the Definitive Agreement and monitored by the post-Transaction Compensation Committee of Next Gen (the "Earn-out Shares");
  • Assumption of a shareholder loan to the benefit of NamasteVapes in the amount of US$262,500 secured against an estimated inventory amount of US$420,000. The shareholder loan will be paid out over time and further defined in the Definitive Agreement;
  • Next Gen stock options being cancelled and reallocated at least 30 days after cancellation; and
  • Finder's fee, equal to 4% of the Acquisition Shares from the Transaction, will also be paid in common shares of Next Gen.

As of the date hereof, Next Gen has 21,730,921 common shares issued and outstanding. There are also 4,340,417 warrants and 1,495,000 stock options to acquire common shares. 2,456,667 warrants expire September 26, 2015. Based on the foregoing, it is currently expected that the current shareholders of Next Gen common shares will hold approximately 16.7% of the issued and outstanding shares of Next Gen upon completion of the Transaction, calculated as the Acquisition Shares divided by the post-Transaction shares issued and outstanding, and subject to the amount any Earn-out Shares issued and the proceeds and terms of any capital raised. The Acquisition Shares are to be issued at a pre-consolidated deemed value of $0.02.

Transaction Conditions

The Transaction is subject to the approval of the shareholders and the CSE, including the approval of the Definitive Agreement by the directors of Next Gen and NamasteVapes and completion of due diligence investigations that satisfy Next Gen and NamasteVapes, as well as the conditions set forth below. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. It is currently expected that the Company will seek shareholder approval of the Fundamental Change, name change, consolidation and proposed directors, by way of obtaining consents from shareholders holding 50% or more of the Company's issued and outstanding common shares.

Conditions to completion of the Transaction include:

  • Receipt of all director, shareholder and requisite regulatory approvals relating to the Transaction, including, without limitation, CSE approval;
  • Preparation and filing of a Listing Statement outlining the definitive terms of the Transaction in accordance with the policies of the CSE;
  • Negotiation and execution of a Definitive Agreement in respect of the Transaction;
  • Receipt of acceptable audited and unaudited financial statement for NamasteVapes;
  • Election of up to five individuals to the post-Transaction board of Next Gen, as proposed and supported by Next Gen and NamasteVapes;
  • Execution of acceptable management contracts covering the required skillsets for the commercial and financial operations of Next Gen post-Transaction;
  • Completion of one or more private placements for total gross proceeds and terms mutually acceptable to Next Gen and NamasteVapes; and
  • Changing of the post-Transaction name of Next Gen, as mutually supported by Next Gen and NamasteVapes.

Management Commentary

Mr. Harry Barr, Chairman and Chief Executive Officer of Next Gen, comments: "This proposed transaction with NamasteVapes represents a significant corporate milestone for the shareholders of Next Gen. In keeping with our company's objective, the directors and management of Next Gen are pleased to have finalized the LOI with NamasteVapes and look forward to further positive negotiations with the objective of consummation a transaction that will combine the best of both teams. A completed transaction will allow the shareholders of Next Gen to participate in the equity of a global leader in aromatherapy and e-commerce, with a growing manufacturing platform for the production and distribution of proprietary products."

Mr. Sean Dollinger, President of NamasteVapes, comments: "In the first year of commercial operations, our management team has achieved significant revenue growth and customer acquisition through best in class service, a global e-commerce approach and partnerships with leading manufacturers. Due to the rapid growth of the company and our strategy to expand into the production of high margin proprietary aromatherapy products, this transaction represents a logical step forward and the means for us to access the public markets for expansion capital. Next Gen's management expertise in public companies when combined with NamasteVapes industry knowledge, provides the ideal combination of managerial, financial and industry expertise. We look forward to further positive negotiations with the management of Next Gen and concluding this transaction in due course."

About Vapes

NamasteVapes™ is a global leader in aromatherapy product distribution and manufacturing. The company has over 30 e-commerce retail stores in 25 countries and aims to provide the best in class and most professional customer experience possible. This is supported by the leading independent consumer review authority, TrustPilot, which presently ranks NamasteVapes™ as #1 in Vaporizer category, scoring a 9.7/10. NamasteVapes™ also owns and operates a separate retail site called GreenVapes.co.uk which is presently expanding internationally as well. The company's retail sites offer the largest range of brand name vaporizers products on the market, which includes distribution partnerships with over 30 manufacturers providing some of the latest and most innovative products in this fast-growing industry.

In addition to its e-commerce distribution business, NamasteVapes™ is actively manufacturing and launching multiple unique proprietary products for retail and wholesale distribution, including vaporizers, accessories and herbs. Recognized as a source of information and reviews on aromatherapy products, NamasteVapes™ has a unique market perspective and ability design and engineer products that align with the current direction of the market and customer needs. This business segment will be banded under the tradename GrizzlyOriginals™ and will include the upcoming launch of the Guru™, an enhanced vaporizer capable of seamlessly vaporizing liquids, concentrates and dry herds from a single portable unit.

NamasteVapes™ is managed by a group of industry experts focused on continued global expansion and providing the best products and service available. Further information on the company and its products can be accessed through the links below:

www.namastevapes.co.uk

www.trustpilot.com/review/namastevapes.co.uk

About Next Gen

Next Gen is a Canadian public company, whose shares trade on the Canadian Securities Exchange ("CSE") (CSE:N), the OTC pink sheets ("NXTFF") and the Frankfurt Exchange (FRANKFURT:M5BN), which focuses on investing in the Medical Marijuana, Industrial Hemp and Alternative Medicine sectors. Next Gen's vision is to be the leading provider of venture capital, management expertise, education, and a facilitator for these explosive new industries.

Next Gen owns 100% of GreenRush Financial Conferences ("GreenRush"). GreenRush is Canadian conference company focused on business to business opportunities, investment and education for the Medical Marijuana and Industrial Hemp Alternative Medical Sectors. For further information on the company, visit our website at www.nextgenmetals.com.

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Further Information

Further details about the proposed Transaction and the combined entity will be provided in a comprehensive press release when the parties enter into a Definitive Agreement and in the Listing Statement to be prepared and filed in respect of the Transaction.

Investors are cautioned that, except as disclosed in the Listing 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 CSE listed company should be considered highly speculative.

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

On behalf of the Board of Directors

Harry Barr, President & CEO

FORWARD-LOOKING INFORMATION

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 Next Gen that may be issued in connection with the Transaction, the ownership ratio of Next Gen post closing, the requirement to obtain 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. Next Gen assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company's disclosure documents which can be found under the Company's profile on www.sedar.com.

This News Release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The CSE has neither reviewed nor approved the contents of this News Release

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