Prize Mining Corporation
TSX VENTURE : PRZ
NEX BOARD : PRZ

Prize Mining Corporation

September 24, 2015 12:30 ET

Prize Mining Corporation Announces Proposed Business Combination With GreenScience Technologies Inc.

CALGARY, ALBERTA--(Marketwired - Sept. 24, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Prize Mining Corporation (NEX:PRZ.H) (the "Corporation" or "Prize") is pleased to announce that it has entered into an exclusivity agreement dated September 10, 2015 and a non-binding letter of intent dated May 12, 2015 which together set out the basic terms and conditions for the acquisition (the "Transaction") by Prize of all of the issued and outstanding shares of GreenScience Technologies Inc. ("GS Technologies") in exchange for common shares of Prize. The Transaction is intended to constitute a Reverse Takeover of Prize under Policy 5.2 of the TSX Venture Exchange.

The number of shares of Prize to be issued in exchange for the shares of GS Technologies is to be determined through the course of the negotiation by Prize and GS Technologies of the binding agreements that will set out the definitive terms and conditions of the Transaction (the "Definitive Agreements"). Prize has obtained from GS Technologies the exclusive right to conduct due diligence in respect of GS Technologies in relation to a business combination and to negotiate the Definitive Agreements for a period of four months, subject to certain exceptions. Prize has advanced a $50,000 deposit to GS Technologies as a loan. The repayment of the amount is secured by a security interest in all of the assets of GS Technologies. Prize and its directors and officers are at arm's length with GS Technologies and as a result the Transaction is not a Non-Arm's Length Transaction under the Policies of the TSX Venture Exchange.

A $2 million private placement financing will be undertaken by Prize and GS Technologies (the "Financing") concurrent with the completion of the Transaction. It is also anticipated that Prize will seek shareholder approval of a name change in conjunction with the completion of the Transaction.

Completion of the Transaction is subject to the approval of the TSX Venture Exchange and other conditions customary for transactions of this nature. The Corporation intends to seek an exemption from the TSX Venture Exchange from any sponsorship requirement that may be imposed in respect of the Transaction. There is no assurance such an exemption will be granted.

Further particulars of the Transaction, the Financing, the members of the Board of Directors and management (and backgrounds) of the Corporation following the Transaction and financial information regarding GS Technologies will be disclosed in a future news release.

Prize previously carried on business in mining with a focus on the exploration and development of properties prospective for gold. Upon completion of the Transaction Prize will be an industrial issuer focused on the management and processing of organic waste.

About GreenScience Technologies

GS Technologies is an Canadian corporation, headquartered in Toronto, Ontario, and was incorporated 2009. GS Technologies is in the business of the management and processing of organic waste. The directors and officers of GS Technologies are the following.

John Ashbee of Toronto, Ontario is the CEO, a Director and Chairman of GS Technologies. John has held management positions with several private and public companies, most recently, reWorks Inc. John has for a number of years been involved in promoting start-up ventures employing Vermistabilization technology. He is active in promoting corporate sustainability with a particular emphasis on supporting sustainable agricultural production. After a career that has taken him to the UK, Australia, South Africa, and the US, John brings extensive knowledge of soil amendments distribution, marketing, and the capital markets to GS Technologies.

Thomas Christiansen of Oakville, Ontario is the COO and a Director of GS Technologies. Thomas brings to GS Technologies 20 years of sales and marketing experience with a focus in the food service industry. Thomas is a competitive leader, experienced in management, inspiration and development of a national sales team. He is experienced in procurement of profitable business, senior level account penetration and client retention. Past experience has been in the creation of Area Development networks with franchising.

Aladin Jarrah of Toronto, Ontario is the CMO and a Director of GS Technologies. After ten years as a senior Communications executive, Aladin has spent the last decade as a sought- after management consultant specializing in both the expansion of smaller businesses and the streamlining of larger firms. An effective team builder and leader, his focus on strategic planning, communications and branding adds value to the GS Technologies executive team. Aladin holds a BSc. (Hons) in Psychology from City University in London, England, where he also completed his post-graduate Diploma in Business Management & Administration.

GS Technologies is 91% controlled by CSR + Vermicast Industries Inc. of Etobicoke, Ontario which is in turn controlled by the Ashbee Family Trust. The directors and officer of GS Technologies also serve as directors and/or officers of CSR + Vermicast Industries Inc.

GS Technologies was formed to pursue the market opportunity in the organic waste management and organic soil amendment spaces through the use of a proprietary technology. GS Technologies addresses the growing difficulty of disposing of organic waste in an economically viable and environmentally sustainable manner, in keeping with wide-ranging legislative changes banning organic waste from landfills. The GreenScience digester system converts any volume of organic waste into a high value, high quality soil amendment that increases soil fertility and significantly improves crop yields. The market for organic waste diversion is large and growing, and the need for soil improvement worldwide is significant.

North America produces approximately 40 million tonnes of organic food waste per year of, which 85% still goes to landfill. With 27 states in the U.S. and jurisdictions in Canada implementing or contemplating bans on organic waste to landfill, there is an urgent need for this alternative solution. Recycling rates for food waste have remained low (2.5% in 2009) and food waste now accounts for over 20% of all waste materials discarded in U.S. landfills.

In addition, the water and nutrients that make up this organic waste material are stripped from the soil and never returned, causing degradation of arable lands. As the consumer demand for organic produce increases, the organic farming space is quickly becoming one of the highest growth areas in the agribusiness sector. The bio-fertilizer market in North America was valued at $273.3 million in 2014, and is projected to reach $495 million by 2019(1). Strong demand for worm castings exists from golf courses, greenhouses, vineyards, garden centers, medical marijuana growers, urban farming, fish farming, organic farmers and retail customers.

In financial terms, the disposal of food waste in landfills generated an estimated $1.3 billion in tipping fees in 2009 based on an average landfill tipping fee of $39.60 per metric tonne.

Tipping fees represent only a portion of the total cost of managing organic waste. It's estimated that 55% of the money spent nationally on waste removal and disposal is spent on waste collection services. Applying this estimate to the above figures results in a total U.S. market size estimate of $2.87 billion in 2009.

The GreenScience digester system, a technology 100% owned, developed, tested and proven by the company, addresses both of these burgeoning global issues. Using a proprietary technology, the GreenScience digester system processes organic waste, converting it into a high-grade soil amendment. The GreenScience digester system produces virtually no waste, no pollution, no noise and no odour and requires a small footprint, can be decentralized, and is fully scalable from four tonnes per day and up. It is the only urban friendly technology that repurposes organic waste on a commercial scale, virtually eliminating the high cost of transportation associated with current organic waste disposal methods.

The GreenScience digester system is highly cost-effective due to the savings associated with a reduction in haulage costs and its low energy and labour requirements. It incorporates a sophisticated telemetry system, which allows for detailed monitoring and data collection.

GS Technologies is focused on three revenue streams: fees for collecting and disposal of organic waste, sales of worm casting as high-grade soil amendment and the sale of carbon credits.

Upon the completion of the Transaction, the Corporation will seek to become a leader in the organic soil amendment industry, producing pathogen and contamination free worm castings in high volumes. GreenScience represents the only player within the urban-based organic recycling vertical, and as such represents a first to market opportunity for shareholders.

Trading

Trading in the common shares of Prize will remain halted pending the satisfaction of conditions of the TSX Venture Exchange for resumption.

Completion of the Transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. 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. Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Prize should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

All information provided in this press release relating to GS Technologies has been provided by management of GS Technologies and has not been independently verified by management of the Corporation. As the date of this press release, the Corporation does not have a binding agreement with GS Technologies and readers are cautioned that there can be no assurances that a binding agreement will be completed.

Unit Private Placement

Prize anticipates completing a second and final tranche of its previously announced $0.05 unit private placement by early October 2015. Please refer to news releases issued by Prize on August 13, 2015 and May 21, 2015 for additional information regarding the private placement.

Forward Looking Information

This news release may contain certain forward-looking information. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. In particular, this press release contains forward looking information in relation to the completion of the Transaction, the Financing, the name change and the unit private placement. There is no certainty that the proposed Transaction, the Financing or the unit private placement will close, that all regulatory and shareholder approvals for the Transaction, the Financing, the name change the unit private placement will be obtained, or that the Transaction, the Financing or the unit private placement will be completed as proposed or at all. In addition, there is no certainty that GS Technologies will successfully complete the Financing or the next tranche of the unit private placement. For any forward-looking information given, Management has assumed that the conditions set out in the letter of intent and exclusivity agreement will be met. A description of additional assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Corporation's disclosure documents on the SEDAR website at www.sedar.com. The Corporation does not undertake to update any forward-looking information except in accordance with applicable securities laws.

ON BEHALF OF THE BOARD OF

PRIZE MINING CORPORATION

Feisal Somji, Chairman and CEO

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.

(1) MicroMarketMonitor, April, 2015

Contact Information

  • Prize Mining Corporation
    Feisal Somji
    Chairman and CEO
    403.236.2222