YUNTONE CAPITAL CORP. (“Yuntone”) (TSX-V: YTC.H) is pleased to announce that it has entered into a business combination agreement dated May 3, 2018 (the “Definitive Agreement”) with GrowX Global Corp. (“GrowX”) and 1160015 B.C. Ltd. (“Subco”), a wholly owned subsidiary of Yuntone, whereby Yuntone will acquire all of the issued and outstanding shares of GrowX (the “Transaction”). Yuntone is currently listed on the NEX board of the TSX Venture Exchange (the “TSXV”). The Transaction will constitute Yuntone’s Qualifying Transaction under the polices of the TSXV. Upon completion of the Transaction, it is expected that Yuntone will be a Tier 1 or 2 Life Sciences Issuer.
About GrowX Global Corp.
GrowX Global Corp., under a joint venture with the licensed producer Agro-Greens Natural Products (“Agro-Greens”), is in the process of building an additional site on its one hundred percent (100%) owned Mission Property (the “Mission Facility”) pursuant to the Access to Cannabis for Medical Purpose Regulations (“ACMPR”). GrowX anticipates that construction of the Mission Facility will be completed in June 2018, and the joint venture entity, which is 99% owned by GrowX, will obtain a license to cultivate in summer 2018. The Mission Facility will initially consist of 6,700 sq. ft. and GrowX plans to build out phase 1 up to 250,000 sq. ft. by late 2018. With decades of management experience in law enforcement, capital markets, and operations, GrowX plans to build a vertically integrated production and retail cannabis company globally.
The insiders of GrowX are as follows:
|Name||Position||Number of GrowX Shares|
|Jasvinder Basi||Director and CEO||8,750,000|
Yutone will include a summary of the financial information of GrowX in its Filing Statement, which will be filed on www.sedar.com.
Terms and Conditions of Proposed Qualifying Transaction
On May 3, 2018, Yuntone entered into the Definitive Agreement wiith GrowX and Subco whereby Yuntone has agreed to acquire all of the issued and outstanding shares of GrowX. In consideration of which Yuntone will issue to the shareholders of GrowX one (1) post-Split common share of Yuntone for each share of GrowX so held. Yuntone anticipates that it will issue a total of 51,778,325 post-split common shares of Yuntone. The Transaction will proceed by a three-cornered amalgamation by the parties, whereby GrowX and Subco will amalgamate to form “GrowX Cannabis Inc.” (“Amalco”) resulting in Amalco being a wholly owned subsidiary of Yuntone.
In conjunction with closing of the Transaction, Yuntone plans to forward split its common shares on a two (2) post-split common shares for every one (1) post-split common share, resulting in the issued and outstanding shares increasing from 16,357,069 to 32,714,138 common shares (the “Split”) (b) change its name to “GrowX Global Corp.” and the common shares of the company will be listed on the TSX-V under a new trading symbol.
Following closing of the Transaction, the Financing (as defined below) and the Split, Yuntone anticipates that it will have approximately 101,159,128 common shares issued and outstanding.
None of the Non-Arm’s Length Parties to Yuntone have any direct or indirect interest in GrowX nor are they insiders of GrowX. There is no relationship between or among the Non-Arm’s Length Parties of Yuntone and the Non-Arm’s Length Parties of GrowX.
Non-Brokered Private Placement Financing
In conjunction with closing the Transaction, GrowX will be completing a proposed private placement offering of 16,666,666 units (each a “Unit”) of GrowX at a price of $0.60 per unit for gross proceeds of $10,000,000 (the “Financing”).
Each Unit will consist of one share of GrowX and one-half of one share purchase warrant of GrowX, with each whole warrant of GrowX entitling the holder to purchase as an additional share of GrowX at a price of $1.20 per share for a period of two years from the date of issue. GrowX will have the right to accelerate the expiry date of the warrants provided that GrowX’s volume weighted average price trades at $1.50 for a period of 20 consecutive days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after GrowX issues a news release announcing that it has elected to exercise this acceleration right.
Under the Financing, GrowX may pay finders a fee in cash and/or warrants.
The proceeds of the Financing will be used to fund the development of GrowX’s Mission Facility and general working capital purposes.
Conditions to Closing the Transaction
The obligations of Yuntone and GrowX to complete the Transaction are subject to the satisfaction of customary conditions precedent including, but not limited to: (i) TSXV approval; (ii) the receipt of all necessary shareholder and board of director approvals; (iii) the absence of any material breach of the representations, warranties and covenants made by each party to the other; (iv) completion of the facility; and (v) other conditions which are customary for a transaction such as the Transaction.
Proposed Directors and Officers of the Resulting Issuer
Under the terms of the Agreement, the board of directors of the Resulting Issuer will be comprised of five (5) persons. The executive officers and four (4) of the anticipated board members are set forth below.
Jas Basi, Proposed CEO and Director of the Resulting Issuer
Mr. Basi had a distinguished 26-year career within the RCMP. During the latter part of his career, Jas became a Unit Commander and was responsible for over 350. Thereafter, Mr. Basi entered the private sector to focus on management, operational oversight, security design and ethical leadership. In particular, Mr. Basis was retained by the engineering firm Solaris, as a Manager of Operations and Business Development. At Solaris, Jas analyzed and developed budgets, set new standards for HR and established relationships with clients and the Government. Following his success at Solaris, Jas was recruited by ABS Electric, where he utilized his experience and contacts to increase company revenue seven fold.
Jamie Lewin, Proposed CFO of the Resulting Issuer
Mr. Lewin is a CPA and has over 20 years’ experience in accounting, financial analysis and planning, financial management and business administration. Mr. Lewin has served as Chief Financial Officer on a number of TSX Venture companies including Janda Group, Vanc Pharmaceuticals, Abenteuer Resources, and was Controller at Phoenix Copper. Mr. Lewin holds a Bachelor of Arts (Economics) from Western University, an LLB from Laval University and an MBA from City University.
Jason Fediuk, Proposed Director of the Resulting Issuer
Mr. Fediuk has 25 years of experience in the financial industry and has held senior roles at national investment banks. Currently Jason is the principal of Swordfish Capital Inc., a private consultancy firm specializing in advising growth companies in the technology, industrial, resource, green-tech, and cannabis sectors. Jason’s expertise is advising on strategy, corporate finance, capital markets, corporate development, M&A, and management. Jason has acted as financier and helped raise in excess of $250 million throughout his career. Jason holds a Bachelor of Arts (Economics) from Simon Fraser University.
Kash Heed, Proposed Director of the Resulting Issuer
Mr. Kash Heed has previously served as Police Chief of West Vancouver and a provincial Solicitor General for the Province of British Columbia. Thereafter, Mr. Kash Heed has been a consultant within the medical cannabis sphere ensure. Mr. Kash Heed provides GrowX with valuable insight into the way government is proceeding with legalization.
David Hurford, Proposed Director of the Resulting Issuer
David Hurford serves as National Policy Secretary for the Liberal Party of Canada and is the advisor to the former federal Minister of Health. For the past 10 years, he has lived in Vancouver where he is the Executive Director of a British Columbia health care association. David has over 20 years of experience working in senior roles with federal, provincial and municipal governments, crown corporations, media, non-profit organizations and a top-ranked global university.
About Yuntone Capital Corp.
Yuntone Capital Corp. is a company incorporated under the laws of the Business Corporations Act (British Columbia). Yuntone Capital Corp. was incorporated on March 6, 2008 pursuant to the Business Corporations Act of British Columbia and is classified as a Capital Pool Company as defined in the TSX Venture Exchange Policy 2.4. The principal business of the Company is the identification and evaluation of assets or a business and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities.
Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Yuntone cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Yuntone’s control. Such factors include, among other things: risks and uncertainties relating to Yuntone’s ability to complete the proposed Transaction; and other risks and uncertainties, including those to be described in the Filing Statement to be filed by Yuntone on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Yuntone undertakes no obligation to publicly update or revise forward-looking information.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, disinterested Shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction 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 transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Yuntone should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
A halt in trading shall remain in place until after the Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.