Termination of asset purchase agreements with “ITHL“ and “IXIVP“ and execution of LOI with Advanced Bioceuticals Limited
Nass Valley is pleased to announce that it has entered into a non-binding LOI, dated March 9, 2018, as basis for a Definitive Acquisition and Share Exchange Agreement ("DASE-Agr" ) with Advanced Bioceutical Limited, a New Jersey Limited Liability Company (the "Target" or "ABL") that upon completion will become a wholly owned subsidiary of Nass Valley as "Resulting Issuer". The Acquisition will be a share exchange between the Resulting Issuer as Parent company and ABL as wholly owned subsidiary conditional upon Regulatory Approval.
ABL is engaged in the sale of Durable Medical Equipment (DME) and Cannabidiol (CBD) with zero THC content for internal use including CBD infused skin, bath, and body care products (the "ABL-Business").
ABL's business was mostly concentrated in the states of New York, New Jersey, and Florida for last 25 years serving patients throughout the US and its main operations are presently conducted through its wholly owned subsidiary, Pro-Thotics Technology Inc. (PTI). PTI had in 2017 a strong balance sheet and earnings, with audited revenues for 2017 in excess of C$3.2 million. During PTI's 25-year history, 200,000 patients located throughout the U.S. and Puerto Rico were provided relief from pain and medical issues through the purchase of PTI's durable medical equipment products. Determined to expand upon this pain relief concept, ABL will aggressively continue to focus on the CBD marketplace as well as open offices in Maryland, Virginia, California and Washington, DC and expand its current New Jersey operations.
With its operations, presently conducted by PTI, in New York, New Jersey and Florida and its existing national marketing and advertising campaigns, ABL has action plans to establish inhouse manufactured CBD products, CBD infused skin, bath, and body care products to the U.S.
Upon the approval of the Canadian Securities Exchange ("CSE"), Nass Valley as Resulting Issuer will acquire 100 % of the outstanding shares of ABL including its subsidiaries in exchange for the issuance of newly issued common shares issued at ten cents Canadian dollars (C$0.10) per share and equal to approximately 90 % of all of the issued and outstanding securities of the Resulting Issuer on a fully diluted basis. Based on a review of 12 public companies trading in Australia, Canada and the US an adjusted average to revenue and average market capitalization to EBITDA was calculated to determine a deemed value of C$43,250,000 for the proposed acquisition of ABL and its subsidiaries.
Subsequent to the CSE approval, ABL and its subsidiary will be wholly owned by the Resulting Issuer with will include an existing, very experienced and knowledgeable management team. The proposed transaction will be considered a Reversed Take Over ("RTO") under the rules of the CSE and as such will require shareholder approval or the written consent of more than 50% of a minimum of five registered shareholders for the final approval of the CSE.
Dieter Peter, President &CEO, commented: "This potential transaction will place the Company in a strong strategic position with a strong asset base and earnings and a tremendous upside potential within a very attractive market segment. I am therefore especially delighted that ABL's young and experienced management team as major future shareholders agreed to join Nass Valley's future management and Board of Directors and will bring tremendous value to the company's future growing with their marketing and operational experience including financial management and risk estimations."
The LOI is the basis for the shortly to be executed DASE-Agr. The Company's shares have been halted for quite some time and will not resume trading at this time pending approval of the transaction by the CSE.
We seek Safe Harbor.
Neither the CSE nor its Regulation Services Provider has reviewed or accepts responsibility for the adequacy or accuracy of the contents of this news release.
Nass Valley Gateway Ltd.
Dieter Peter, President & CEO
CSE: NVG; Deutsche Borse, Frankfurt: 3NVN;
Germany: WKN A1JVHM; ISIN CA6315202029