TORONTO, ON / ACCESSWIRE / January 13, 2017 / The Canadian Bioceutical Corporation ("BCC" or the "Company") (TSX VENTURE: BCC.V; OTC PINK: CBICF) today announces that it has received conditional approval to list its common shares on the Canadian Stock Exchange ("CSE"), and intends to voluntarily delist its common shares from the TSX Venture Exchange (the "TSXV").
The Company has been continuing with its negotiations, documentation and financing efforts in respect of the acquisition (the "Acquisition") of a group of arm's length companies (the "Targets") engaged in the supply of real estate rental, administrative, staffing, general management and advisory services, financing and logistics to medical marijuana enterprises in the United States announced earlier this year in press releases dated January 25, 2016. May 17, 2016, June 14, 2016 and August 29, 2016.
Closing of the Acquisition is contingent upon delisting of the Company's Common Shares from the TSXV. The Targets do not directly own, possess or sell marijuana or any marijuana-infused products, but do have substantial responsibility for the operations of the medical marijuana enterprises.
The Company, indirectly through its wholly-owned subsidiary, CGX Life Sciences, Inc. will acquire the Targets for the purchase price of US$25,000,000 to be satisfied by a cash payment of US$15,000,000, subject to adjustments, on closing and a promissory note in the principal amount of US$10,000,000 payable to the sellers.
Further information in connection with the Transactions, including, the date and parties to the agreements, terms, details of the financing, etc. will be included in a detailed news release which BCC shall issue upon the closing of the Transactions and prior to the commencement of any trading of the Common Shares on the CSE with the full details of the Transactions set out in the listing statement of BCC, which will be available for review on SEDAR and the CSE website under BCC's profile prior to the commencement of trading on the CSE. The Corporation expects that the Common Shares will remain halted until they commence trading on the CSE.
The Company intends to satisfy the cash portion of the purchase price by using funds raised pursuant to a concurrent private placement financing (the "Offering", together with the Acquisition, the "Transactions") to raise aggregate gross proceeds of approximately US$27,000,000 at a subscription price of CAD$0.20 per Common Share. The Company will determine the number of Common Shares issuable pursuant to the offering by deeming the United States dollar / Canadian dollar currency conversion rate applicable for the issuance of common shares prior to closing. The Company intends to use the remaining US$10,000,000 of the gross proceeds received from the private placement to build out a new cultivation facility, other acquisitions and for general working capital.
Following completion of the acquisition and concurrent financing, the board of directors and officers of the Company will remain unchanged consisting of: Marilyn H. Bloovol (Chair), W. Scott Boyes (President and CEO), David J. Layman, Randall G. Stafford (CFO) and Donald P. Stott.
TSXV Delisting
BCC had been advised by the TSXV that shareholder approval is required in connection with the intended delisting from the TSXV. This approval was obtained through a written instrument, signed by shareholders representing more than 50% of the minority (Common Shares not held by insiders of the Company) of the outstanding Common Shares. As the Transactions will only be completed following the delisting of the Common Shares from the TSXV, the TSXV will not be reviewing the terms and conditions of the Transactions.
CSE Listing
In addition, the CSE has advised that shareholder approval in respect of the Transactions will be required for the purpose of listing the Common Shares on the CSE and that such approval may be obtained through a written instrument of shareholders holding at least 50% of the outstanding Common Shares. Shareholders of BCC holding more than 60% of the Common Shares are expected to indicate in writing to the CSE that they approve the Transactions.
The Company believes that it is in the best interest of BCC and its shareholders to complete the Transactions as expeditiously as possible in order to have the Common Shares listed and trading on the CSE.
About The Canadian Bioceutical Corporation
BCC, formerly Allegiance Equity Corporation, is an Ontario corporation that, for over two decades has been developing unique standardized mass-market, plant-based, nutraceutical products for the treatment of common ailments where present pharmaceutical treatments and over-the-counter products fail to meet the needs of patients.
Additionally BCC, through its wholly-owned subsidiary BioCannabis Products Ltd. and, subsequent to receiving its MMPR license from Health Canada and as part of its planned expansion into the U.S. medical marijuana sector, intends to develop and market a series of new cannabis-based branded medicinal products to address this rapidly-evolving market.
Most recently, BCC has been actively pursuing its strategy to acquire and grow businesses that manage the operations of medical cannabis enterprises and the development of cannabis-based medicines in the United States.
CSA Investor Caution
Investors should be aware that companies cannot legally conduct a medical marijuana business without a license from Health Canada and that there is significant time and cost required to obtain such a license. As a publicly-traded company publicizing its intention to enter the medical marijuana industry, BCC urges potential investors in any company in this sector, to become familiar with the required resources and the related risks, costs implications and time required before a company will be able to begin licensed operations. There is no assurance that any company announcing its intent to enter the medical marijuana industry will be successful in obtaining a license or in creating shareholder value.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, the Transactions and BCC's objectives and intentions. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; those additional risks set out in BCC's public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although BCC believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, BCC disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the Policies of the Exchange) accepts responsibility of the adequacy or accuracy of this release.
For further information please contact:
Scott Boyes, President and CEO
scott@canadianbioceutical.com
(416) 840-4703
SOURCE: The Canadian Bioceutical Corporation
ReleaseID: 452735
