VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 14, 2016) -
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
Vinergy Resources Ltd. (CSE:VIN) ("Vinergy" or the "Company") is pleased to announce that it has signed a letter agreement dated December 14, 2016 (the "Assignment Agreement") with an arm's length private British Columbia company (the "Assignor"), pursuant to which the Assignor has assigned to the Company the rights and obligations of a letter agreement dated December 13, 2016 (the "Letter Agreement") between the Assignor and MJ Biopharma (1099955 B.C. LTD.) ("MJ Biopharma") a private British Columbia company. Pursuant to the terms of the Letter Agreement, the Company will acquire all of the issued and outstanding securities of MJ Biopharma (the "Transaction").
About MJ Biopharma
MJ Biopharma is a cannabis technology company with a team of highly experienced business and medical professionals, biochemists and researchers. The company is currently focused on the following areas of interest:
- manufacturing breath strips;
- time release capsules;
- extract oils;
- food products and infused juices, teas, coffee and extract drinks;
- pharmaceutical grade delivery systems;
MJ Biopharma's expertise lies in its extracts and custom formulations. The company will also aim to in- license and joint venture on best in class technologies and products for both the medicinal and recreational markets - domestically and internationally.
Pursuant to the terms of the Letter Agreement, the Company will, upon closing of the Transaction, issue to MJ BioPharma shareholders an aggregate of 5,000,000 common shares in the capital of the Company (the "Payment Shares") at a deemed price of CDN$0.20 per Payment Share. An additional 2,750,000 Payment Shares will be issued upon the commercialization of MJ BioPharma's strip technology. An additional 1,000,000 Payment Shares will be issued when each of two alternative selected extractions/products are ready for commercialization. In aggregate, up to 9,750,000 Payment Shares may be issued to MJ BioPharma shareholders in connection with the Transaction. The Payment Shares will be subject to escrow conditions and/or resale restrictions as required by applicable securities laws and the policies of the Canadian Securities Exchange (the "CSE").
The Transaction remains subject to certain closing conditions, including, completion of due diligence, the negotiation and signing of a definitive agreement and obtaining all necessary approvals, including, approval of the respective boards, the approval of the CSE, and if applicable, shareholders of the Company. There can be no guarantees that the Transaction will be completed as proposed or at all.
In connection with the Transaction, the Company is also pleased to announce that it intends to complete a non-brokered private placement offering of up to 10,000,000 units (the "Units") at a price of $0.20 per Unit for gross proceeds of up to $2,000,000 (the "Offering"). Each Unit will consist of one common share in the capital of the Company (a "Share") and one-half of one transferable common share purchase warrant (each whole warrant, a "Warrant"), with each Warrant exercisable into one additional Share at a price of $0.40 for a period of twelve months from the date of closing (subject to acceleration in certain circumstances).
In connection with the Offering, the Company may pay a finder's fee on the Offering within the amount permitted by the policies of the CSE.
Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the CSE. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The Offering is not subject to a minimum aggregate amount of subscriptions.
None of the Payment Shares to be issued pursuant to the Transaction or securities issued pursuant to the Offering have been or will be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any Payment Shares issued pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and applicable exemptions under state securities laws. In addition, the Payment Shares to be issued pursuant to the Transaction under an exemption from the registration requirements of the U.S. Securities Act will be "restricted securities" as defined under Rule 144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legend as required under the U.S. Securities Act.
On Behalf of the Board
Glen Macdonald, Director
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. The Canadian Securities Exchange has not in any way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.