Quia Resources Inc.
TSX VENTURE : QIA

Quia Resources Inc.

September 10, 2015 09:03 ET

Quia Announces Plan to Change Its Business to Focus on Hemp-Oil Infused Beverages and Intends to Seek Listing on the Canadian Securities Exchange

TORONTO, ONTARIO--(Marketwired - Sept. 10, 2015) - Quia Resources Inc. (TSX VENTURE:QIA) ("Quia" or the "Company") is pleased to announce that it intends to complete a change of business ("Change of Business") to focus on hemp-oil infused beverages in the United States. It further intends to apply to list the common shares in the capital of the Company ("Common Shares") on the Canadian Securities Exchange ("CSE").

Proposed Change of Business Overview

The Company is currently a Tier 2 Mining Issuer pursuant to the policies of the TSXV. Management and board have considered potential strategies to maximize shareholder value in the mineral exploration sector, including strategic alternatives relating to the Company's Murdoch Mountain project. Given the difficult state of the mineral resource sector, it is proposed that the Company reposition its business operations as a "Diversified Industries" issuer focused on developing and marketing beverages infused with hemp oil in the United States. In light of the proposed Change of Business, the Company is finalizing the terms of an agreement ("Acquisition Agreement") to acquire the intellectual property ("Acquisition") relating to the new business from Jeff Maser ("Maser"), an arm's length party to the Company.

If the Acquisition Agreement is entered into as expected, upon closing of the Acquisition ("Closing"), Jeff Maser will be appointed President and Chief Executive Officer. Furthermore, Jeff Pencer ("Pencer") will join the Company as Head of Product Development and Distribution.

Jeff Maser has 10 years of experience in venture capital, merchant and investment banking, most recently at Jacob Securities, with a focus on emerging industries including marijuana, health foods and technology. He had previously worked at the Watt Design Group, the wholly-owned beverage strategy and brand design division of Cott Corporation. At that time, Watt was one of the largest food and beverage branding firms in North America and Cott was the third-largest cola company in the world after Coke and Pepsi.

Jeff Pencer is a third-generation beverage executive. Over the past 30 years, he has served in various capacities in the beverage industry including brand management and sales at Cott Corporation and as COO of Bravo Brands' Canadian operations. Most recently, Mr. Pencer has focused on developing formulations for oil-infused health beverages.

The Company also announces that it intends to complete a non-brokered private placement ("Offering") of up to $1,500,000, offering 75,000,000 Units ("Units"), at a price of $0.02 per Units on a pre-Consolidation basis (or 15,000,000 Units at a price of $0.10 per Units on a post-Consolidation basis).

Each Unit will consist of one (1) Common Share and one half (1/2) of one share purchase warrant ("Warrant"). Each full Warrant entitles the holder to acquire one Common Share at a price of $0.04 per Common Share on a pre-Consolidation basis (or $0.20 per Common Share on Post-Consolidation basis) for a period of 24 months from the closing date ("Closing Date").

The net proceeds from the Offering will be used for establishing new business lines, exploring potential acquisitions (including the Acquisition Agreement) and working capital. Closing of the Offering is conditional on closing the Acquisition and regulatory approval.

Intention to De-List from the TSXV and to Seek Listing on the CSE

Upon entering into the Acquisition Agreement, the Company will apply to list its Common Shares on the CSE ("Listing"). Listing is subject to CSE approval and meeting listing requirements. It is expected that at the time of Listing the Company will have 27,093,721 Common Shares issued and outstanding and 5,074,854 Share Purchase Warrants, taking into account the proposed Consolidation and the securities issuable pursuant to the Debenture Settlement, Private Placement and Debt Settlement announced in the press release dated August 25, 2015. The company may issue additional shares for the Acquisition. The Company is in the process of preparing to submit the requisite documents to the CSE. There is no assurance the CSE will provide conditional or final approval of the Company's application to list the Common Shares on the CSE. The Company will apply to delist its Common Shares from the TSX Venture Exchange ("TSXV") and may de-list prior to completing the Acquisition and CSE listing. De-listing is subject to TSXV approval pursuant to the policies of the TSXV.

The Company has secured the support of 85.4% of the shareholders of the Company to complete Consolidation through their execution of "Consent for Consolidation". To this effect, further to the Management Information Circular dated August 4, 2015, which is available on www.sedar.com, at the shareholder meeting to be held on October 2, 2015 the shareholders of the Company will be asked to approve the change of the corporate name of the Company to "The Tinley Company".

Further details regarding the Change of Business will be outlined in the disclosure document ("Disclosure Document") to be submitted by the Company to the CSE, as well as in a comprehensive press release. Upon submission of the final Disclosure Document to the CSE, the Company will seek majority consent of disinterested shareholders to the Change of Business, prior to closing of the Acquisition and Listing. The Acquisition and Listing will be contingent on such shareholder consent. The Company is confident of securing the consent of a majority of its shareholders in this regard.

Should the Company's securities still be listed on the TSXV, the completion of the Acquisition is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval. The Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Disclosure Document to be prepared in connection with the Acquisition, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of Quia Resources Inc. should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved the contents of this press release.

Forward-Looking Statements

This press release contains or refers to forward-looking information, including statements regarding proposed use of proceeds of the Offering, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry. Forward-looking statements are subject to significant risks and uncertainties, and other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by law.

Neither the TSX Venture Exchange, nor the Canadian Securities Exchange nor their Regulation Services Providers (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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