Xanthic Biopharma Limited

Aurquest Resources Inc.

December 18, 2017 07:00 ET

Xanthic Biopharma Limited and Aurquest Resources Inc. Announce Closing of RTO Transaction and New Private Placement

TORONTO, ONTARIO--(Marketwired - Dec. 18, 2017) - Xanthic Biopharma Limited ("Xanthic") and Aurquest Resources Inc. ("Aurquest") are pleased to announce the closing of the Definitive Agreement announced by Aurquest in a press release dated December 13, 2017.

Pursuant to the terms of the Definitive Agreement, Aurquest acquired all of the issued and outstanding common shares of Xanthic (the "Xanthic Shares") from the Xanthic Shareholders. As of the date of closing, there were 37,252,000 issued and outstanding Xanthic Shares. In exchange for the Xanthic Shares, Aurquest issued a total of 298,016,000 Aurquest common shares ("Aurquest Shares") at a ratio of eight (8) Aurquest Shares for each one (1) Xanthic Share at a deemed price of $0.01563 per Aurquest Share, resulting in a reverse take-over of Xanthic by Aurquest (the "Transaction").

PRIVATE PLACEMENT OF AURQUEST SHARES

Aurquest plans to complete a non-brokered private placement (the "Private Placement") of up to 64,000,000 common shares at a price of $0.015625 per common share to raise gross proceeds of up to $1,000,000. Aurquest currently has 349,684,184 issued and outstanding common shares. The private placement would result in a total of up to 413,684,184 Aurquest issued shares. The Private Placement is expected to close on or about January 4, 2018. Funds raised will be allocated to working capital.

Xanthic produces high quality, innovative, non-combustible cannabis, and cannabis-infused products which deliver consistent THC and/or CBD levels. Using a proprietary process, Xanthic is able to deliver superior solubility and consistency versus competitive infused products.

This news release may contain forward-looking statements and information based on current expectations. 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. Such statements include the ability of the Company to complete the Private Placement. There is no certainty that any of these events will occur. Although such statements are based on management's reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.

The Company's securities have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. Persons", as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

Additionally, there are known and unknown risk factors which could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

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