Tilting Capital Corp.

TSX VENTURE : TLL.H


April 23, 2014 13:27 ET

Tilting Capital Corp. Announces Proposed Transaction with MMJ Bioscience Inc.

CALGARY, ALBERTA--(Marketwired - April 23, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

Tilting Capital Corp. (the "Corporation" or "Tilting") (TSX VENTURE:TLL.H) is pleased to announce that it has entered into a non-binding letter of intent dated April 8, 2014 (the "LOI") with an arm's length private company, MMJ Bioscience Inc. ("MMJ Bioscience"). Pursuant to the LOI the Corporation, subject to entering into a definitive agreement (the "Transaction Agreement"), has agreed to combine with MMJ Bioscience by way of a share exchange, merger, amalgamation, arrangement, or other similar form of transaction (the "Transaction") whereby the Corporation will acquire all of the issued and outstanding common shares of MMJ Bioscience ("MMJ Shares") through the issuance of Tilting Shares (as defined below). The exchange ratio will be determined by negotiation between the parties following completion of the respective parties due diligence. The Transaction is an arm's length transaction and, when completed, may be considered to be a reverse takeover for the purposes of the TSX Venture Exchange (the "TSXV"). For the purposes of this press release, the term "Resulting Issuer" means the Corporation upon completion of the Transaction.

About MMJ Bioscience

MMJ Bioscience is a privately held company based in Duncan, British Columbia, incorporated under the Business Corporations Act (British Columbia). MMJ Bioscience was formed in 2013 for the purpose of development and production of marihuana for medical purposes. Through the acquisition of what is now a wholly owned subsidiary, MMJ Bioscience has developed multiple proprietary Medicinal Marihuana Strains containing high ratios of Cannabidiol (CBD). MMJ Bioscience is a fully integrated biotechnology company focussed on large scale production, research and development of cannabis-based medicinal products including, but not limited to, Phytoceuticals, Nutraceuticals, Medicinal Marihuana varieties and ancillary applications. Presently, MMJ Bioscience operates a 14,000 sq ft growing and laboratory facility in Duncan, BC and has secured the out-right purchase of a large scale, growing facility in Western Canada that will be under development in May 2014. The modern agriculture facility consisting of 62,000 sq. ft. sits on the 18-acre site that has the ability to expand growing facilities and other infrastructure. In addition to its domestic strategy, MMJ Bioscience has made inroads into International markets for Medicinal Marihuana and Cannabis-based products. MMJ Bioscience is actively and aggressively pursuing growth through external acquisitions of facilities, technologies and producers.

Financial Advisor

Canaccord Genuity Corp. ("Canaccord") is acting as exclusive financial advisor with respect to the transaction and has agreed to act as sponsor pursuant to the sponsorship policies of the TSX Venture Exchange Inc. (the "Exchange" or the "TSX-V"). Canaccord's agreement to act as TSX-V sponsor is subject to completing due diligence.

General

MMJ Bioscience has made application for a medical marihuana licence under the Marihuana for Medical Purposes Regulations ("MMPR"). A letter dated January 21, 2014, from Health Canada stated, "We have reviewed your application and note from the information and documentation that you have provided to us your proposal meets the requirements of the quality assurance pre-licensing report and record keeping requirements of the MMPR." The issuance of the license is subject to verification by Health Canada of compliance and security clearance of key personnel. MMJ Bioscience anticipates the grant of the licence prior to completion of the Transaction. There is no assurance that the licence will be granted.

This is an initial press release. The Corporation plans to issue a further press release once it has entered into the Transaction Agreement to provide, among other things, selected financial information respecting MMJ Bioscience and the Transaction.

Trading in Tilting Shares on the TSXV is halted and will remain so until the documentation required by the TSXV has been reviewed and accepted by the TSXV.

Reader Advisory

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"), including details about the Transaction. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the Corporation's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks in exploration and development, competition from other industry participants, stock market volatility, the risks that the parties will not proceed with the Transaction, that the ultimate terms of the Transaction will differ from those that currently are contemplated, and the ability to access sufficient capital from internal and external sources. Although the Corporation believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. The risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Corporation does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and 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.

Canaccord Genuity Corp., subject to completion of satisfactory due diligence, has agreed to act as sponsor to the Corporation in connection with the Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

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 Transaction may not be accurate or complete and should not be relied on. Trading in the securities of Tilting Capital Corp. should be considered highly speculative.

Neither the NEX Board nor the TSX Venture Exchange Inc. has in any way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.

All information contained in this press release with respect to the Corporation and MMJ was supplied by the Corporation and MMJ, respectively, for inclusion herein.

This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.

Neither the NEX Board, the 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 press release.

Contact Information

  • Tilting Capital Corp.
    Scott P. Hayduk
    (403) 444-7845