VANCOUVER, BRITISH COLUMBIA — (Marketwired) — 07/10/14 — BioAB Strategies Ltd. (the “Company”) is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) to acquire all of the issued and outstanding shares of Greener Pastures Marihuana Dispensary Ltd. (“GPMD”) in exchange for common shares of the Company (“BioAB Shares”) on a one for one basis, which, on closing, will result in the issuance of 21,979,120 BioAB Shares. Under the terms of the LOI, the parties will also enter into a conditional earn-out agreement whereby, subject to certain profit targets as well as limits based on net earnings and free cash flow, the current shareholders of GPMD may be paid an aggregate of up to $12 million in cash over a period of up to 10 years. The earn-out is conditional on the business obtaining and maintaining a license from Health Canada as a producer under the Marihuana for Medical Purposes Regulations (“MMPR”). The consummation of the transaction is subject to the negotiation, execution and delivery of a definitive agreement, the receipt of all necessary corporate and regulatory approvals and the completion of due diligence satisfactory to the parties.
Greener Pastures Marihuana Dispensary Ltd. submitted an application to Health Canada in February 2014 to become a licensed producer under the MMPR. The facility is located in Squamish, British Columbia and is currently approved under the Marihuana Medical Access Regulations (“MMAR”). GPMD intends to expand the facility on becoming licensed under the MMPR.
BioAB Strategies Ltd. is a private Canadian bio-pharmaceutical reporting issuer.
Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities laws. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements, including, among others, the consummation of the proposed transaction and related assumptions, inherent operating risks, planned expenditures and development at the Sweet Leaf Farms in Squamish, British Columbia, operating and economic aspects of the project including whether approval to be a licensed producer by Health Canada under the Marihuana for Medical Purposes Regulations will be granted. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. More detailed information about potential factors that could affect projected results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company.