VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 23, 2014) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Venturi Ventures Inc. ("Venturi") (TSX VENTURE:VVV) is pleased to announce that it has entered into a letter of intent ("LOI") with Medna Biosciences Inc. ("Medna") which outlines the general terms and conditions of a proposed non-arm's length transaction pursuant to which Venturi proposes to acquire all of the issued and outstanding securities of Medna in exchange for securities of Venturi (the "Transaction").
Medna is a life science company focused on the research, development and commercialization of medical marijuana. Medna will be developing its own strains of medical marijuana designed to treat specific diseases, carrying out clinical studies to determine the efficacy of these strains, and producing pharmaceutical grade medical marijuana in its production facility in Richmond, British Columbia. Medna has received its preliminary approval from Health Canada under the Marijuana for Medical Purposes Regulations and is awaiting notification from Health Canada that it may retrofit its facility in preparation for a Health Canada audit. There is no assurance as to when Health Canada will issue such notification or whether Health Canada will issue such notification at all.
In connection with the Transaction, Venturi will consolidate its shares on a 5:1 basis (the "Consolidation") and then issue 15,000,000 post-Consolidation shares at a deemed value of $1.00 per share to the shareholders of Medna in exchange for all the issued and outstanding shares of Medna. In addition, prior to the closing of the Transaction Medna will complete a private placement of between $3,000,000 to $5,000,000 in units ("Medna Units") of Medna ("Medna Financing"). Each Medna Unit consisting of one common share of Medna and two one-half warrants, the first full warrant being exercisable to purchase one additional common share of Medna at $1.50 per share and the second full warrant being exercisable to purchase one additional common share of Medna at $2.00 per share. Pursuant to the Transaction, subscribers who received Medna Units will receive units of Venturi on the same terms, in addition to the 15,000,000 post-Consolidation shares set out above.
The transaction terms outlined in the LOI will be superseded by a definitive agreement (the "Definitive Agreement") to be signed between the parties. The Transaction is a non-arm's length transaction due to common insiders of both entities and is subject to regulatory approval, including the approval of the TSX Venture Exchange ("TSXV") and customary closing conditions, including the approval of the Definitive Agreement by the directors of each of Venturi and Medna, shareholder approval and completion of due diligence investigations to the satisfaction of each of Venturi and Medna, as well as the conditions described below. The legal structure for the Transaction will be determined after the parties have considered all relevant tax, securities law, and accounting considerations. There is no assurance that a Definitive Agreement will be successfully negotiated or entered into and there is no assurance that the financing as described above will be completed.
In accordance with the TSXV policies, Venturi's shares are currently halted from trading and will remains so until such time as the TSXV determines, which may not occur until completion of the Transaction.
Conditions to Transaction
Completion of the Transaction is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval as may be required. There can be no assurance that the Transaction will be completed as proposed or at all.
If and when a Definitive Agreement between Venturi and Medna is executed, Venturi will issue a subsequent press release in accordance with the policies of the TSXV containing the details of the Definitive Agreement and additional terms of the Transaction, including information relating to sponsorship, summary financial information in respect of Medna, the proposed directors, officers and insiders of Venturi upon completion of the Transaction and to the extent not provided in this press release, additional information with respect to the Medna Financing referred to above.
Investors are cautioned that, except as disclosed in the disclosure document 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 upon. Trading in the securities of Venturi 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of Venturi that may be issued in connection with the Transaction, the ownership ratio of Venturi post-closing, the requirement for shareholder approval and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. The terms described above are not binding unless and until a Definitive Agreement is signed. Venturi assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
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.