Venturi Ventures Inc.
TSX VENTURE : VVV

November 30, 2015 15:31 ET

Venturi and Emerald Health Terminate Arrangement Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 30, 2015) - Venturi Ventures Inc. (TSX VENTURE:VVV) ("Venturi") and Emerald Health Sciences Inc. (formerly Medna Biosciences Inc.) ("Emerald") have mutually terminated their previously announced arrangement agreement dated October 6, 2014, as amended on February 26, 2015 (together the "Arrangement Agreement"), pursuant to which Venturi was to acquire, by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia), all of the outstanding securities of Emerald.

In connection with the mutual termination, Emerald will repay $200,000 to Venturi (the "Loan Amount") within 90 days. The Loan Amount was previously advanced by Venturi to Emerald under a loan agreement dated October 28, 2014 (the "Loan Agreement") in connection with the Arrangement Agreement.

Upon receipt of the Loan Amount, Venturi shall release Emerald from all of its respective obligations, liabilities and indebtedness under the Loan Agreement and the related general security agreement dated October 28, 2014 (the "GSA"), as well as all rights, title and interest in and to the mortgage, charge, assignment, pledge, hypothecation, security interest and/or charge over the assets, property and undertaking of Emerald as created by the GSA in favour of Venturi.

In addition, Emerald will pay to Venturi $29,300, representing 50% of Venturi's legal fees that relate directly to the transactions contemplated by the Arrangement Agreement, within 90 days.

Neither 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 release.

Contact Information

  • Venturi Ventures Inc.
    Jim Heppell
    Chief Executive Officer
    jim@bcaf.ca