Prescient Mining Corp.
CNSX : PMC
FRANKFURT : 21P

September 18, 2014 09:51 ET

Prescient Announces Definitive Agreement With Aurora Marijuana Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 18, 2014) - Prescient Mining Corp. (CSE:PMC) (OTC GREY:PSNTF) (FRANKFURT:21P) ("Prescient" or the "Company") is pleased to announce that it has entered into a definitive share exchange agreement dated September 9, 2014 (the "Share Exchange Agreement") for its proposed acquisition (the "Transaction") of all of the issued and outstanding shares of Aurora Marijuana Inc. ("Aurora").

Aurora Marijuana Inc. is a culture and community minded marijuana company in the final stages of receiving a Licensed Producer ("LP") contract from Health Canada under the Marihuana for Medical Purposes Regulations (Canada) ("MMPR"). Aurora's ready to build approval from Health Canada was issued in January 2014. Since then, Aurora has constructed a brand new purposeful built, state of the art, expandable 54,000 square foot facility located on 160 acres in Mountain View County, Alberta. Located in the foothills of the Canadian Rocky Mountains, the facility is the largest of its kind with access to fresh mountain water and a three phase, high voltage power grid.

Pursuant to the terms of the Share Exchange Agreement, Prescient will issue to the shareholders of Aurora (the "Aurora Shareholders") an aggregate of 60 million common shares of Prescient ("Transaction Shares") at the time of closing of the Transaction. Approximately 70% of the shares to be issued under the Transaction will be held by insiders of the resulting issuer. 20 million performance shares and 3,750,000 warrants have also been reserved for issuance based on a key milestone of Aurora achieving the registration of a minimum of 2,000 patients under the Health Canada MMPR program.

In addition, Prescient will also issue a total of 21.45 million replacement warrants and 4 million replacement stock options (collectively, the "Replacement Securities") to current holders of Aurora warrants and options and assume Aurora's currently outstanding non-interest bearing convertible debt in the principal amount of $1,500,000.

All Transaction Shares and Replacement Warrants issued above are subject to strict escrow provisions and a right of first refusal ("ROFR") pursuant to the terms of the Share Exchange Agreement for a period of 36 months. The replacement stock options are also subject to an 18 month vesting period and ROFR.

Marc Levy, President & CEO stated, "Terry Booth and the Aurora team have exceeded our expectations in every aspect throughout this process. They are to be congratulated for the caliber of the brand new Aurora facility, the efforts of the management and business development team, the attention to detail backed by research in each and every aspect of the facility. Aurora is truly a first class company that we are proud to be a part of. We firmly believe this opportunity will provide significant value for our stakeholders with strong fundamentals."

Terry Booth stated, "We look forward to sharing the Aurora standard with all our clients and the various stakeholders who have been there since the inception of Aurora. Our team is hard at work to ensure we provide the best possible product, service and value to our customers. I would like to thank the Aurora team and the Prescient team for all their hard work to make this happen. The support, patience and faith our shareholders gave us during the development of this transaction are remarkable."

The terms of the Share Exchange Agreement also provide for certain management changes to be effected concurrently with the closing of the Transaction. Current member of the board, John Bean will be replaced with Terry Booth and Steve Dobler, two of the current principals of Aurora. Mr. Dobler and Mr. Booth will also be appointed as the Company's President and Chief Executive Officer, respectively.

Terry Booth, 50, CEO & Director: Mr. Booth has been in the industrial permitting and governmental regulatory sector - for over 20 years. He owns the leading Safety Codes Permitting company in Alberta which holds contracts with Municipal, Provincial and Federal governments. He has sold several successful businesses in Alberta during his career in the electrical and permitting industries.

Steve Dobler, P. Eng., 50, President & Director: Mr. Dobler, has worked closely with Mr. Booth in the permitting space for over 20 years. Mr. Dobler is a Professional Engineer with previous public company experience. He has been involved in numerous private company acquisitions, integrations, operations and successful exits.

Marc Levy, 45, Director: Mr. Levy is the founder and former CEO of Norsemont Mining Inc. (TSX: NOM), which he grew from a market capitalization of $1 million and subsequently sold to Hudbay Minerals Inc. for $520 million. He has directly raised over $100 million in the resource and technology sectors. He brings over 20 years of management and leadership experience in both private and publicly traded companies. Mr. Levy has been involved in several successful exits including Petaquilla Minerals (TSX: PTQ) sold to Inmet Mining for $350 million and Coal Hunter Resources to Cardero Group for $52 million.

Isaac Moss, 61, Director: Mr. Moss has over 25 years' experience in international business, investment banking and international capital markets. In the 1990's he was associated with a corporate finance advisory group based in Switzerland where he consulted to a number of client companies in diverse industry sectors. Mr. Moss also has operations experience having served in various senior management positions including CEO of a specialty chemicals/industrial minerals company in Europe, COO of a wireless security software company and CFO of a green energy company.

John Bean, CA, 50, CFO: Mr. Bean is a cross border financial executive who has been involved in the resource and technology sectors. He has developed business plans, raised capital and negotiated deals with major corporations. Mr. Bean has held several executive positions with SHL Systemhouse and RSI International. He was recently CFO of Underground Energy, where he completed a financial turnaround of the company. Previously he was CFO of Monexa Payment Solutions.

Bill Macdonald, 47, Corporate Secretary: Mr. Macdonald is a securities lawyer and founder and principal partner at the firm Macdonald, Tuskey. He has been practising securities and corporate finance law for over 15 years and sits on the board of directors of numerous publicly listed companies.

In conjunction with the closing of the Transaction, Prescient shall change its name to Aurora Cannabis with a corresponding symbol change that will be announced when determined. A finder's fee will be payable on the Transaction in accordance with the policies of the Canadian Securities Exchange (the "CSE").

Canaccord Genuity will be issued 250,000 broker warrants priced at $1.01 per share for a period of 12 months for advisory services rendered in connection with the Transaction, subject to mandatory 4 month hold and CSE regulatory approval.

Completion of the Transaction is subject to a number of customary conditions including approval of the CSE. Trading in the Company's shares on the CSE has been halted in connection with the announcement of the Transaction and is not expected to resume until the CSE has had the opportunity to review certain documentation relating to the Transaction, including a Form 2A Listing Statement which is currently being prepared by the Company. Pursuant to the policies of the CSE, the approval of the Prescient shareholders for the Transaction will also be required.

The Company has granted 1,000,000 stock options to directors, officers, consultants and employees of the Company, exercisable for a period of five years, at a price of $1.01 per share, to be vested in accordance with the Company's stock options plan and the policies of the CSE, subject to regulatory approval.

On behalf of the Board of Directors,

PRESCIENT MINING CORP.

Marc E. Levy, President & CEO

This news release contains statements about the Company's expectations regarding the completion of the Transaction that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to complete the Transaction for any reason whatsoever, including that the shareholders and/or regulators may not approve the Transaction. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. We seek Safe Harbor.

Contact Information

  • Prescient Mining Corp.
    (604) 669-9788
    (604) 669-9768 (FAX)