Vinergy to acquire pot outfit, raise $2-million

Mr. Glen Macdonald reports

 

VINERGY RESOURCES LTD. ANNOUNCES LETTER AGREEMENT FOR ACQUISITION OF MJ BIOPHARMA (1099955 B.C. LTD.), A CANNABIS TECHNOLOGY COMPANY

 

Vinergy Resources Ltd. has signed a letter agreement dated Dec. 14, 2016, with an arm's-length private British Columbia company, pursuant to which the assignor has assigned to the company the rights and obligations of a letter agreement dated Dec. 13, 2016, between the assignor and MJ Biopharma (1099955 B.C. Ltd.), a private British Columbia company. Pursuant to the terms of the letter agreement, the company will acquire all of the issued and outstanding securities of MJ Biopharma.

About MJ Biopharma

 

MJ Biopharma is a cannabis technology company with a team of highly experienced business and medical professionals, biochemists and researchers. The company is currently focused on the following areas of interest:

 

Manufacturing breath strips;

Time-release capsules;

Extract oils;

Food products, and infused juices, teas, coffee and extract drinks;

Pharmaceutical-grade delivery systems.

MJ Biopharma's expertise lies in its extracts and custom formulations. The company will also aim to in-license and joint venture on best-in-class technologies and products for both the medicinal and recreational markets -- domestically and internationally.

 

Letter agreement

 

Pursuant to the terms of the letter agreement, the company will, upon closing of the transaction, issue to MJ Biopharma shareholders an aggregate of five million common shares in the capital of the company at a deemed price of 20 cents per payment share. An additional 2.75 million payment shares will be issued upon the commercialization of MJ Biopharma's strip technology. An additional one million payment shares will be issued when each of two alternative selected extractions/products are ready for commercialization. In aggregate, up to 9.75 million payment shares may be issued to MJ Biopharma shareholders in connection with the transaction. The payment shares will be subject to escrow conditions and/or resale restrictions as required by applicable securities laws and the policies of the Canadian Securities Exchange.

 

The transaction remains subject to certain closing conditions, including completion of due diligence, the negotiation and signing of a definitive agreement, and obtaining all necessary approvals, including approval of the respective boards, the approval of the Canadian Securities Exchange and, if applicable, shareholders of the company. There can be no guarantees that the transaction will be completed as proposed or at all.

 

Private placement

 

In connection with the transaction, the company is also pleased to announce that it intends to complete a non-brokered private placement offering of up to 10 million units at a price of 20 cents per unit for gross proceeds of up to $2-million. Each unit will consist of one common share in the capital of the company and one-half of one transferable common share purchase warrant, with each warrant exercisable into one additional share at a price of 40 cents for a period of 12 months from the date of closing (subject to acceleration in certain circumstances).

 

In connection with the offering, the company may pay a finder's fee on the offering within the amount permitted by the policies of the CSE.

 

Closing of the offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the CSE. All securities issued in connection with the offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The offering is not subject to a minimum aggregate amount of subscriptions.