/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF
THE SECURITIES DESCRIBED HEREIN/
–Canadian Pubco Targets California Medicinal
& Recreational Cannabis Project
VANCOUVER, July 17, 2018 /CNW/ - East West Petroleum Corp.
(TSX-V: EW) ("East West" or the "Company") is pleased to announce
that it has agreed to implement a restructuring and as part of this
the signing of a Letter of Intent (LOI) dated July 16th 2018 to acquire all of the
issued and outstanding common shares in the capital of Juva Life
Inc. ("Juva"), a California -based
cannabis company. The transaction is at arm's.
East West currently operates as an oil & gas exploration and
development corporation. The first step in the restructuring is the
spin-out of oil & gas assets, with corresponding cash flow and
all other assets to a new wholly-owned subsidiary of East West. The
Company will then spin out the shares of this new subsidiary
("Newco") to its shareholders pursuant to a plan of arrangement
("Plan of Arrangement"). Following the Plan of Arrangement, Newco
will be owned by the current shareholders of the Company and will
carry on the oil and gas business of the Company. As part of the
Plan of Arrangement the Company will move forward to complete the
acquisition of Juva. The company's capital structure will be
amended to allow the plan of arrangement to be completed such that
the company's outstanding shares will be consolidated on a 10:1
ration and the Company will have not less than $4,000,000CAD cash
on hand to provide initial financing to Juva. Upon execution of the
LOI, it is currently intended that Juva shall complete private
placements consisting of 22,000,000 units of Juva at a price of
$0.35 per unit with each unit
consisting of one Juva Share and
one-half common share purchase warrant exercisable to acquire one
additional Juva Share at a price of
$0.60 for 18 months.
"We are pleased to be working with Juva Life and their experienced management team.
The shareholders of the Company will retain their ownership of the
current oil and gas assets and have the ability to participate in a
fully integrated, revenue producing cannabis company operating in
the California medicinal and
recreational cannabis market." said David Sidoo, President & CEO of East
West Petroleum.
Juva Life Inc consist of three operating arms; Juva Labs, Juva Cultivation and Juva Retail.
Juva Labs develops cannabis-oriented
medicinal and recreational solutions to meet the needs of patients
and cannabis consumers across the state of California with an emphasis on formulation,
clinical research, R&D, manufacturing, distribution and custom
white label processing Juva Cultivation operates under the
well-established Frosted Flowers brand selling premium award
winning cannabis products. Juva currently has two conditional use
permitted facilities in the city of Stockton with 62,600 sq. ft of warehouse space
projected to produce over 9,445 lbs. of annual cannabis production.
Juva Retail will provide a vertically operated business leveraging
each aspect of the supply chain via direct in store and home
delivery sales and marketing operations.
Juva Life Inc was founded by Doug
Chloupek in collaboration with an outstanding board of
physician experts led by Dr Rakesh
Patel. Doug Chloupek has
founded and operated numerous cannabis companies in California, including Day2Day Cannabis
Ingredients and Valley Grown Enterprises, as well as Lux Wellness
and Medmar Healing Center, both retail dispensaries. The long-time
entrepreneur also Co-Founded and was Chief Operating Officer of BAS
Research, California's first
licensed medical cannabis manufacturing and research group,
dedicated to developing breakthrough pharmaceutical grade marijuana
products (Please Click Here to view BAS Research Video). The
company now generates approximately $20
million a year. Chloupek has also helped establish
California's cannabis industry
structurally. He is a founding member of both the California
Cannabis Industry Association and the Citizens Coalition for
Patient Care, where he helped gather 49,000 signatures for a
referendum that led to the repeal of an unworkable ordinance. With
an extensive background in marketing and advertising, Doug, an
inventor and entrepreneur at heart, has successfully positioned
himself as a leader in California's medical cannabis
industry.
"I am pleased to be working with East West and the Canadian
capital markets to fully fund Juva
Life. With this partnership I truly believe Juva will be a
leader in the California cannabis
market," said Doug Chloupek,
Founder and CEO of Juva Life Inc.
Dr. Patel and his colleagues lead the scientific and medical
components of Juva Life and have a
proven track record of working strategically with healthcare
companies in identifying meaningful clinical gaps and driving
adoption. They have vast experience in clinical research having
served as lead investigators for national and industry sector
trials. This collective effort has resulted in over 500 combined
publications and 1,000 meeting presentations on oncology,
palliative care, genetics and patient-reported outcome studies
around the globe. The group is dedicated to education and leads a
national physician network that will focus on patient-centric,
condition-based initiatives throughout all aspects of Juva Life.
Under the terms of the proposed transaction, East West will
acquire from the shareholders of Juva all of the common shares of
Juva which are issued and outstanding as of the Closing and East
West will apply to voluntarily delist from the TSXV and apply for a
listing on the Canadian Securities Exchange (CSE). Trading in the
shares of East West will remain halted until the close, and its
filing statement accepted. As part of the overall change in
business, East West further proposes to undertake a name change,
subject to approval by the relevant regulators, to Juva Life Corp
which better reflects the nature of its new business direction. In
addition, Mr. Doug Chloupek Founder & CEO of Juva Life will join the Board of the resulting
issuer.
East West will consolidate its issued and outstanding shares to
8,958,567 shares and will seek shareholder approval for the
proposed transaction and on closing shall issue 82,000,000
post-consolidation common shares to the then existing shareholders
of Juva for a total resulting issuance of 90,958,567 shares
post-transaction. A plan for subsequent issuance of its common
shares in the form of certain performance and facility warrants to
certain Directors and shareholders may be issued under a proposed
pooling agreement and under prospectus exemptions pursuant to
National Instrument 45-106 subject to an applicable statutory hold
period along with any escrow restrictions imposed by the Exchange
or under applicable securities laws.
In addition to other customary conditions the transaction will
be subject to the completion of all legal, business and technical
due diligence to the satisfaction of both parties. The transaction
will take place by way of a share exchange, merger, plan of
arrangement, amalgamation or other transaction which will result in
Juva becoming a 100% wholly-owned subsidiary of East West or
otherwise combining its corporate existence with that of East West,
with the final structure for the Transaction to be determined on
the basis of securities, tax and corporate law considerations. It
is the intention of both parties to enter into a comprehensive
Definitive Agreement on or before July 31,
2018. There is no finder's fee payable in relation to the
acquisition of Juva by the Company.
As part of the Company's obligation for continuous disclosure,
the complete terms of the proposed agreement will be publicly
available as filed with the System for Electronic Document Analysis
and Retrieval (www.sedar.com).
About East West Petroleum Corp. (TSX-V: EW)
East West Petroleum Corp. is a TSX Venture Exchange listed company
established in 2010 to invest in international oil & gas
opportunities. For more information visit:
www.eastwestpetroleum.ca.
Cautionary Statement
Completion of the Proposed
Transaction is subject to a number of conditions, including TSX
Venture Exchange acceptance and shareholder approval. The Proposed
Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the Proposed 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 Proposed
Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of East West should be
considered highly speculative. The TSX Venture Exchange has in no
way passed upon the merits of the Proposed Transaction and has
neither approved nor disapproved the contents of this press
release.
Neither the 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.
Forward-Looking Statements
This news release may
contain forward-looking statements that are based on the Company's
current expectations and estimates. Forward-looking statements are
frequently characterized by words such as "plan", "expect",
"project", "intend", "believe", "anticipate", "estimate",
"suggest", "indicate" and other similar words or statements that
certain events or conditions "may" or "will" occur, and include,
without limitation, statements regarding the Company's current
plans. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that could cause actual
events or results to differ materially from estimated or
anticipated events or results implied or expressed in such
forward-looking statements. Such forward-looking statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations, including that the Proposed
Transaction contemplated herein is completed. Forward-looking
statements are based on a number of assumptions which may prove to
be incorrect, including, but not limited to: the ability of East
West and Juva to obtain necessary shareholder approval to complete
the Proposed Transaction or to satisfy the requirements of the
regulatory agencies with respect to the Proposed Transaction. The
cautionary statements qualify all forward-looking statements
attributable to East West and Juva including persons acting on
their behalves. Any forward-looking statement speaks only as of the
date on which it is made and, except as may be required by
applicable securities laws, the Company disclaims any intent or
obligation to update any forward-looking statement, whether as a
result of new information, future events or results or otherwise.
Forward-looking statements are not guarantees of future performance
and accordingly undue reliance should not be put on such statements
due to the inherent uncertainty therein.
The securities referred to in this news release have not been,
and will not be, registered under the United States Securities Act
of 1933, as amended, or any state securities laws, and may not be
offered or sold in the United
States unless pursuant to an exemption therefrom. This press
release is for information purposes only and does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of East West Petroleum of Juva Labs Inc. in any jurisdiction.
SOURCE East West Petroleum Corp.