Pele Mountain Resources Enters into Definitive Agreement with Bhang Corporation Relating to a Proposed Reverse Take-Over Transaction
Toronto, November 9, 2018 - Pele Mountain Resources Inc. (TSXV: GEM) ("Pele" or the "Company") has announced that, further to its previously announced non-binding letter of intent dated June 19, 2018, as amended, it has entered into a definitive agreement (the "Definitive Agreement") with Bhang Corporation ("Bhang"), a privately-held Nevada corporation, to acquire a 100% interest in Bhang via a business combination transaction (the "Transaction"). The Company also announced that it has received requisite shareholder approval for certain matters ancillary to the Transaction such as (i) the change of name of the Company to Bhang Inc., (ii) the consolidation of the Company's common shares as described below, (iii) the redesignation of the common shares of the Company into subordinate voting shares and the creation of multiple voting shares, and (iv) other matters relevant to the Transaction. A full description of these matters is disclosed in the Company's management information circular dated October 5, 2018 which is available on www.sedar.com. The Company intends to implement these items only in the event that all conditions to the Transaction have been satisfied or waived (other than conditions that may be or are intended to be satisfied only after the item is implemented).
Under the terms of the Definitive Agreement, Pele has agreed to acquire a 100% interest in Bhang by way of a share exchange between Pele and all of the shareholders of Bhang, which will constitute a reverse takeover of the Company by the shareholders of Bhang (the "Bhang Acquisition"). Pursuant to the Bhang Acquisition, the issued and outstanding shares of Bhang will be exchanged for approximately 90,000,000 post-consolidated shares of the Company for an anticipated deemed price of C$0.50 per share, with a portion of shares being allocated as multiple voting shares.
Prior to the completion of the Transaction, the Company will effect a consolidation which is anticipated to result in a consolidation of 10 pre-consolidated common shares of Pele for 1 post-consolidated common share, but in any event shall not exceed 15 pre-consolidated common shares of Pele for 1 post-consolidated common share.
Concurrently with the Bhang Acquisition, the Company will also acquire Bhang Canada Inc. ("BCI"), a related company to Bhang, pursuant to a three-cornered amalgamation under the Business Corporations Act (Ontario). The acquisition of BCI will result in the Company acquiring all the funds raised by BCI through a contemplated brokered offering (the "Offering") of subscription receipts. Each subscription receipt will automatically convert into one unit of BCI consisting of one common share in the capital of the BCI and one half of one common share purchase warrant of BCI concurrently with the completion of the Transaction and upon satisfaction of certain other conditions. Bhang has engaged AltaCorp Capital Inc. (the "Lead Agent"), as lead agent on behalf of a syndicate of agents (together with the Lead Agent, the "Agents") for the Offering. Further details relating to the Offering will be disclosed upon the execution of an agency agreement with the Agents.
The completion of the Transaction is subject to certain other additional conditions precedent, including, but not limited to: (i) the completion of the Offering and other financings by Bhang for aggregate gross proceeds of no less than $7,000,000; (ii) the approval of the Transaction by each of the Company's and Bhang's respective board of directors; (iii) the written consent of the shareholders of the Company holding a majority of the issued and outstanding shares of Pele as required by the policies of the Canadian Securities Exchange (the "CSE"); (iv) the approval of the shareholders of Bhang; (v) the conditional approval from the CSE of the Transaction and to list the resulting issuer's shares; (vi) the delisting of the Company's common shares from the TSXV; (vii) the divestiture of all of the Company's mining and energy related assets; (viii) the absence of any material change or change in a material fact which might reasonably be expected to have a material adverse effect on the financial and operational conditions on the assets of each of the parties to the Definitive Agreement; and (ix) certain other conditions typical in a transaction of this nature.
As provided for in the Definitive Agreement, Bhang shall continue funding Pele $10,000 per month to meet Pele's working capital needs, as well as agreeing to be responsible for all of Pele's reasonable costs and expenses associated with the Transaction pending its completion. Prior to the closing of the Transaction, Pele will be completing a reorganization with its subsidiaries to, among other things, transfer any remaining mining and energy assets and to reduce its working capital deficiency to below $10,000, which may include completing shares-for-debt conversions. In this regard, not having the resources to continue funding any future obligations, Pele also announces that it has entered into a termination and release agreement with its joint venture partner in respect of their option and joint venture agreement dated July 10, 2006 and joint venture agreement dated January 1, 2010 in respect of their Sudbury project pursuant to which Pele transferred its 36% joint venture interests and rights in and to the underlying mining claims to its joint venture partner in exchange for mutual releases.
For further information regarding the Transaction, please refer to Pele's earlier press release of June 19, 2018.
About Bhang Corporation
Founded by professional chef and master chocolatier, Scott Van Rixel, Bhang Corporation, headquartered in Miami, Florida, has been formulating and producing award-winning THC and CBD-infused products since 2010. What began as a cannabis-infused dark chocolate bar has now expanded to a widely-recognized and awarded cannabis brand. Bhang's chocolate products expanded to include a premium collection of vapes, gums, mouth sprays and Bhang-branded merchandise. Through its licensees across the US & around the globe, from public companies to platinum recording artists and organic food companies, Bhang has mastered the art of harnessing mutually beneficial partnerships to put its products in consumers' hands. The winner of 9 Cannabis Cups for best edible, Bhang continues to develop and enhance its IP. From its first win in 2010 to its win for best edible in the world in Jamaica in 2014 to its "Best of Burque" win in 2018, Bhang continues to expand its industry dominance by bringing consistent, safe, and delicious products to the world. Find out more about Bhang, by visiting www.bhangchocolate.com.
Directors of the Resulting Issuer
Subject to and following the closing of the Transaction, the board of directors of the resulting issuer are expected to be comprised of the following individuals:
Scott J. Van Rixel
Mr. Van Rixel is the co-founder of Bhang. A classically-trained and celebrated Chef de cuisine and master chocolatier with over 25 years' gourmet food experience, Mr. Van Rixel has enjoyed tremendous success in his career as an innovator of consumer products. His experience in the commercial gourmet chocolate business selling into elite markets like Whole Foods and Dean & Deluca was the foundation for Bhang's beginning in 2010. A creative force, Scott has a track-record of innovating products the masses want, including a line of wellness products for several celebrities and Bhang's award-winning line of hemp-derived CBD and cannabis-infused products. Among his accomplishments, he has owned and operated diverse businesses including several upscale restaurants, catering companies, a spirits' distillery, and a business that imported organic Criollo Cacao from Venezuela. Mr. Van Rixel attended Johnson and Wales Culinary School, and is a founding member of the National Cannabis Industry Association and a sought-after speaker at cannabis conferences.
Jamie L. Pearson
Ms. Pearson is a serial entrepreneur with twenty years of successful business operations experience. She owns a real estate investment firm, co-owns a property management company, and holds a real estate portfolio which includes properties in three countries. A certified property manager, Ms. Pearson was named one of the Top Twenty Women in Business by the Billings Gazette, and was inducted into the Investors Hall of Fame by the Wealth Intelligence Academy. Ms. Pearson currently owns cultivation operations in Northern California and Montana and has been a cannabis-friendly landlord for over 12 years and sits on the advisory board of Liberty Leaf Holdings (CSE: LIB). Ms. Pearson studied German at the University of Wuppertal (Wuppertal, Germany), holds a B.A. from Vassar College and a Masters in Leadership from the University of Oregon.
William J. Waggoner
In 1983, William Waggoner earned his B.S. degree from the University of Oklahoma, majoring in Petroleum Management. He attended law school and the University of New Mexico and Queen's College, Oxford University, UK. He served as a staff attorney to the New Mexico Legislature for four years before entering private law practice. As an undergraduate student at OU, Will formed his own oil company and sold his first oil and gas investment at the age of 22. Will has launched a number of start-ups over the past three and half decades, founded and still manages a law firm in Santa Fe, NM and has served on a number of boards, including the New Mexico State Board of Bar Commissioners, serving as the President of the Young Lawyers Division for NM. Will also served as the Executive Director of the New Mexico Independent Petroleum Association as well as other non-profits. In addition to his current role as CEO and Chairman of the Board of Mexico Petroleum Company, he also serves as the Executive Vice-President and Director of Perspective Component Inc., a high tech hardware/software enterprise about to launch its first paradigm shifting product to the global markets. Mr. Waggoner is the co-founder of Bhang. He has assisted Bhang from its inception, throughout its growth and expansion and continues to provide policy advice and vision on a number of strategic matters. Mr. Waggoner is deeply involved in international finance and speaks regularly before audiences in Latin America, Europe and China.
Mr. Gledhill is a founding member and Managing Director of RG Mining Investments Inc. and RG Management Services Inc., both of which are accounting, administrative and corporate secretarial services companies. In 1992, he formed Keshill Consulting Associates Inc., a boutique management consulting practice. Mr. Gledhill has over 25 years of financial-control experience and acts as CFO and Corporate Secretary for multiple publicly-traded companies, several of which he was instrumental in scaling-up and taking public. Mr. Gledhill is a Chartered Public Accountant and Certified Management Accountant and holds a Bachelor of Math Degree from the University of Waterloo.
With over a decade of previous experience gained on both Wall Street and Bay Street, Mr. Nauth is a trusted legal advisor providing practical advice on U.S.-Canada cross-border capital markets, M&A and corporate and securities transactions and regulatory compliance. Daniel advises Canadian, U.S. and other foreign companies and investment banks in a wide range of U.S.-Canada cross-border and domestic public and private equity and debt financings (including under the U.S.-Canada Multijurisdictional Disclosure System), M&A transactions, corporate commercial matters, as well as assisting companies in connection with stock exchange, OTCQX and OTCQB listings. Mr. Nauth also advises clients with respect to their regulatory and compliance matters, including continuous reporting, corporate governance and ongoing stock exchange listing requirements under corporate and securities laws. Mr. Nauth has a BA Hons from York University as well as an LLB/JD from Queens University. Mr. Nauth is an Ontario based Attorney.
Investors are cautioned that, except as disclosed in the CSE listing statement to be prepared in connection with the Transaction, any information released or received with respect to the Definitive Agreement or Transaction may not be accurate or complete and should not be relied upon.
No stock exchange, securities commission or other regulatory authority has in any way passed upon the merits of the Transaction or approved or disapproved the contents of this press release.
Trading in the common shares of Pele has been halted pursuant to the policies of the TSXV and the Company expects that trading will remain halted pending the earlier of the delisting of Pele's shares from the TSXV and termination of the Definitive Agreement. There can be no assurance that the conditions in the Definitive Agreement will be satisfied or that the Transaction will be completed as contemplated therein or at all.
About Pele Mountain Resources Inc.
The common shares of Pele Mountain Resources Inc. are listed on the TSXV under the symbol "GEM" which are subject to a TSXV halt in trading as cautioned above. Pele is focused on the development of renewable energy projects in Northern Ontario and also holds mineral resource interests in Northern Ontario. Management continues to seek new strategic opportunities to enhance shareholder value.
For further information about Pele Mountain Resources Inc., please contact Martin Cooper, Interim CEO and President, at 1-800-315-7353, or visit the Pele website at www.pelemountain.com.
About Bhang Corporation
For more information on Bhang Corporation, please contact Scott Van Rixel, CEO, Bhang Corporation.
Forward Looking Information, Disclaimer and Reader Advisory
This news release contains certain forward-looking information and statements that reflect the current view and/or expectations of management of each of the parties based on information currently available to the parties with respect to performance, business and future events, including, but not limited to, express or implied statements and assumptions regarding the parties' mutual intention to negotiate a definitive agreement or complete the Transaction and regarding the terms and conditions relating thereto. The use of any of the words "may", "could", "would", "might", "intend", "plan", "expect", "believe", "contemplate", "anticipate", "will", "projected", "estimated" and similar expressions and statements and variations thereof relating to matters that are not historical facts are intended to identify forward-looking information and statements and are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which each party operates and as to the outcome and timing of any such future events. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which are difficult to predict and actual future results and outcomes may differ materially. In particular, there is no guarantee that the parties will successfully negotiate and enter into a definitive agreement on mutually acceptable terms or complete the Transaction contemplated herein, or that the due diligence of either party will be satisfactory, or the availability of financing to either party, or that the parties will obtain any required corporate, board, member, shareholder, third-party and/or regulatory or other governmental approvals, if any. Accordingly, the reader should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking information or statements, except as required by applicable securities law.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
All information contained in this press release with respect to Bhang, its business and operations was supplied by Bhang for inclusion herein. Pele has not conducted due diligence on the information provided and does not assume any responsibility for the accuracy or completeness of such information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed on the merits of the Transaction and neither of the forgoing entities accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this release.