Abattis Bioceuticals and Morro Bay Resources Announce Agreement for a Share Swap Between Experion Biotechnologies and Northern Vine Canada
The Swap Agreement will result in Northern Vine no longer owning any shares in Experion and Experion no longer owning any shares in Northern Vine. The Swap Agreement and all closing documents related thereto have been executed with final closing anticipated to occur after the previously announced Morro Bay and Experion reverse take-over transaction (the “RTO”) has been completed and within two days after the Morro Bay’s common shares have traded for five (5) days. If closing of the Swap Agreement does not occur by October 13, 2017 the Swap Agreement is null and void.
Upon Completion of the Swap Agreement, Abattis will regain full control over Northern Vine and its operational testing facility in Langley, B.C. Northern Vine is executing on its plan to become the premier testing formulating facility to better serve the national cannabis industry. As well, Northern Vine will be focusing on setting up prototype extraction installations by November, 2017, with local licensed facilities to highlight the extraction capabilities of the proprietary Suzhou Raybot Extraction technology and machinery. The machines have landed in Canada and will be installed for this purpose through the months of September and October.
Upon completion of the Swap Agreement and assuming closing of the RTO, Morro Bay will have acquired all of the issued and outstanding Experion class “A” voting common shares (the “Experion Shares”) and Experion will become a wholly owned subsidiary of Morro Bay. As stated by Morro Bay in its August 10, 2017 news release, after a rollback of the Morro Bay common shares on a 3.603457 common shares for one post-consolidation common share Morro Bay will have outstanding approximately 3,386,520 common shares. A total of 33,935,757 Morro Bay post roll-back common shares will be issued to acquire 10,833,333 Experion Shares which represent approximately 81.25% of the Experion Shares. The remaining approximate 18.75% of the Experion Shares are the Northern Vine Exp Shares which will be acquired pursuant to the Swap Agreement.
John Zang, CEO of Morro Bay, stated that “the Swap Agreement will allow Experion to focus on its core business as an ACMPR licensed producer of cannabis and, upon closing of the RTO, should ensure Morro Bay 100% ownership of Experion. We wish Northern Vine success in relation to its operating the licensed lab in Langley, B.C.”
Peter Gordon, director of Abattis, stated that “the Swap Agreement with Experion will allow both companies to focus on their core competencies and operate in a more efficient and effective manner. We wish Experion success with their cultivation business and look to forming more synergistic strategic partnerships in the near future. As a new director of Abattis, I see this as a very positive step forward for Abattis’ subsidiary, Northern Vine.”
Rene David, COO of Abattis stated that “I want to wish Experion and Morro Bay the best of success and wish to thank them for their support over the years during our approval stage. We will continue to seek our new and exciting partnerships that match the Abattis vision.”
Other Morro Bay Matters
Reverse Take-over Transaction and the Share Offering: Morro Bay is continuing with the previously announced RTO and the private placement offering relating thereto (the “Offering”). Closing of these transactions is expected to occur in the near future.
Corporate Secretary: John Zang, in addition to his role as CEO has been appointed Corporate Secretary of Morro Bay.
Trading Halt: Morro Bay’s common shares are currently halted and Morro Bay anticipates they will remain halted for a period of time as required by the Exchange policies.
Not an U.S. Offer: This press release does not constitute an offer of securities for sale in the United States or to “U.S. persons” (“U.S. persons”), as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities being offered have not been, nor will be, registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.
Completion of the RTO and the Offering is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and, if applicable, disinterested shareholder approval. There can be no assurance that the RTO or the Offering will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Morro Bay Resources Ltd. should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this news release.
This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the proposed acquisition of Morro Bay and the Offering; and the anticipated business plan of Morro Bay subsequent to completion of the transactions described herein. Although Morro Bay believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, forecast, postulate and similar expressions, or are those, which, by their nature, refer to future events. Morro Bay cautions investors that any forward-looking information provided by Morro Bay are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: Morro Bay's ability to complete the proposed RTO; the state of the financial markets for Morro Bay's equity securities; recent market volatility; Morro Bay's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that Morro Bay is unaware of at this time. The reader is referred to Morro Bay's most recent annual and interim Management's Discussion and Analysis for a more complete discussion of such risk factors and their potential effects, copies of which may be accessed through Morro Bay's page on SEDAR at www.sedar.com.
This press release contains forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", “intends”, "should", "believe" and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this press release include statements regarding the ability for Northern Vine and Abattis to focus on core competencies and the timing of the closing of the Swap Agreement. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties, including that the Swap Agreement may not close for whatever reason, the operations of Northern Vine Labs may not function as expected or at all, the Company may be unsuccessful in developing new product formulations in the time expected or at all, the Company may not be able to execute its proposed business plan in the time required or at all due to regulatory, financial or other issues, the Company’s competitors may develop competing technologies (such competitors may also have greater financial resources and are able to affect their business plan more rapidly), changes in regulatory requirements and other factors beyond the Company’s control. Additional risk factors are included in the Company's Management's Discussion and Analysis, available under the Company's profile on www.sedar.com. The forward-looking statements are made as at the date hereof and the Company disclaims any intent or obligation to publicly update any forward-looking statements, where as a result of new information, future events or results, or otherwise, except as required by applicable securities laws.
For further information:
Morro Bay Resources Ltd.
John Zang, President and Chief Executive Officer
Northern Vine Canada Inc. and Abattis Bioceuticals Corporation
Robert Abenante, Chief Executive Officer
Currently the release is on hold, and that is why it selects the strange date.
The release date will change to September 15th after it is taken off hold. Once payment is recieved I can change the date on the release.