Finore Mining Inc. (“Finore” or the “Company“) (CSE:FIN)(OTC PINK:FNREF) is pleased to announce that further to its press release of October 27, 2016, it has entered into a share exchange agreement dated January 25, 2017 (the “Share Exchange Agreement“) with Kushtown USA LLC (“Kushtown“) a private California limited liability company, and the members of Kushtown, pursuant to which, the Company will acquire all of the issued and outstanding membership interests of Kushtown (the “Transaction“). The Transaction is expected to constitute a “fundamental change” for the Company pursuant to the policies of the Canadian Securities Exchange (the “CSE“).
In consideration for the Transaction, and on closing thereof, the Company will pay in cash US$650,000 (additional cash consideration of US$100,000 was paid upon signing the letter agreement) and shall issue an aggregate of 4,000,000 common shares in the capital of Finore (the “Payment Shares“) pro rata to the Kushtown members at a deemed price of CDN$0.15 per Payment Share. The Payment Shares will be subject to escrow conditions and/or resale restrictions as required by applicable securities laws and the policies of the CSE.
In connection with the Transaction, the Company will also issue 3,000,000 common shares to an arm’s length third party at a deemed price of CDN$0.15 per share and shall grant a 2% net profits interest royalty on all Kushtown branded products sold by the Company as an assignment fee.
Closing of the Transaction remains subject to certain closing conditions, including, obtaining all necessary approvals, including, approval of the CSE, and if applicable, shareholders of the Company. There can be no assurance that the Transaction will be completed as proposed or at all. It is expected that trading in the Company’s securities will remain halted pending completion of the Transaction.
None of the Payment Shares to be issued pursuant to the Transaction have been or will be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and any Payment Shares issued pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and applicable exemptions under state securities laws. In addition, the Payment Shares to be issued pursuant to the Transaction under an exemption from the registration requirements of the U.S. Securities Act will be “restricted securities” as defined under Rule 144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legend as required under the U.S. Securities Act.
ON BEHALF OF THE BOARD OF DIRECTORS
Rav Mlait, President & CEO
The CSE does not accept responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding “Forward-Looking” Information
The forward-looking information contained in this press release is made as of the date of this press release and, except as required by applicable law, the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as may be required by law. By its very nature, such forward-looking information requires the Company to make assumptions that may not materialize or that may not be accurate. This forward-looking information is subject to known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such information.

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