Stream Ventures Inc.

December 22, 2015 23:16 ET

Stream Ventures Inc. Announces Completion of Transaction

TORONTO, ONTARIO--(Marketwired - Dec. 22, 2015) -


Stream Ventures Inc. (the "Corporation" or "Stream") is pleased to announce that it has completed its previously announced business combination with First Access Medical Inc. ("FAM"). On July 20, 2015, the Corporation and FAM entered into an arm's length definitive acquisition agreement (the "Acquisition Agreement") with 9356380 Canada Inc. ("SubCo"), a wholly-owned subsidiary of Stream incorporated for the purpose of the Transaction (as defined below). Pursuant to the Acquisition Agreement, Stream and FAM agreed to complete a business combination by way of a three-cornered amalgamation (the "Transaction") such that FAM would amalgamate with SubCo (the "Amalgamation") and thereby become a wholly-owned subsidiary of Stream. Following the completion of the Transaction, the resulting issuer will carry on the medical marihuana business of FAM. For the purposes of this press release, the term "Resulting Issuer" means the Corporation following completion of the Transaction.

On December 15, 2015, the Corporation held an annual and special meeting of the shareholders of the Corporation (the "Shareholders") (the "Meeting"), where the Shareholders approved the Transaction, a share consolidation, a name change, and other related matters.

Share Consolidation

In connection with the Amalgamation, the Shareholders passed a special resolution authorizing the Corporation's board of directors to amend the Corporation's articles in order to effect a consolidation of the issued and outstanding common shares of the Corporation on the basis of ten (10) pre-consolidation common shares for one (1) post-consolidation common share of the Corporation. Upon completion of the consolidation, any resulting fractional common shares with the first decimal place being less than five were cancelled without payment of any consideration, and any resulting factional common shares with the first decimal place being five or greater were rounded up to one, whole post-consolidation common share.

Name Change

In connection with the Amalgamation, the Shareholders passed a special resolution authorizing the Corporation's board of directors to amend the articles of incorporation of the Corporation to effect the change of name of the Corporation to "Beleave Inc." in order to better reflect the business of the Resulting Issuer.

Board of Directors

The directors of Stream have resigned and Roger Ferreira, Bojan Krasic, Vasilios (Bill) Panagiotakopoulos and Andrew Wnek were elected to the board of directors.

The Corporation's securities are not currently listed on any stock exchange. The Corporation will be applying to list its securities on the Canadian Securities Exchange (the "CSE"), however, there is no assurance that the Resulting Issuer will satisfy the listing requirements of the CSE.

About Beleave Inc.

Beleave Inc. (formerly Stream Ventures Inc.) is a medical marihuana company committed to becoming a licensed producer under the Marihuana for Medical Purposes Regulations (the "MMPR"). Beleave's wholly-owned subsidiary FAM has applied for a licence to cultivate and sell medical marihuana pursuant to the MMPR. As of the date hereof, FAM has successfully advanced past the security clearance stage and is currently in the review stage of the licensing process. Beleave's purpose built facility is located near Hamilton, Ontario.

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