/NOT FOR DISSEMINATION DIRECTLY, OR INDIRECTLY IN
THE UNITED STATES/
CALGARY, Oct. 31, 2018 /CNW/ - Goldbelt Empires Ltd.
(TSXV: GBE), now operating as Integrated Compliance Solutions
Limited ("Goldbelt" or the "Company") and CannHealth
Group Limited, an Australian unlisted public company, with
operations in both Sydney,
Australia and Los Angeles,
California ("CannHealth") are pleased to announce the
entering into of a letter of intent dated October 30, 2018 (the "LOI") which sets
forth, in general terms, the basic terms and conditions upon which
Goldbelt and CannHealth will combine their business operations
resulting in a reverse takeover ("RTO") of Goldbelt by
CannHealth and its shareholders. CannHealth innovates, develops,
manufactures, markets, and exports first of their kind cannabidiol
products in legal markets around the globe. With a strategic key
focus on innovation and first to market trends, CannHealth's vision
is to develop brands of the future, which will become part of
mainstream culture and household names.
It is intended that CannHealth and Goldbelt will enter into a
business combination by way of a share exchange, merger,
amalgamation, arrangement, or other similar form of transaction
(collectively, the forgoing with any related transaction, the
"Transaction") which will result in CannHealth and all of
its subsidiaries and affiliates becoming directly or indirectly
wholly owned subsidiaries of Goldbelt. The Company and CannHealth
agree, however, that the final structure of the business
combination is subject to receipt by the parties of tax, corporate,
and securities law advice. The business combination will result in
a reverse takeover of Goldbelt by CannHealth and its shareholders
and the voluntarily delisting of Goldbelt from the TSX Venture
Exchange and the re-listing of the Company on the Canadian
Securities Exchange (the "CSE"). The issuer resulting from
the Transaction will carry on the business currently carried on by
CannHealth.
It is anticipated that the Company will hold an annual general
and special meeting of its shareholders in connection with the
Transaction, and to rename the Company.
Goldbelt and CannHealth anticipate that the RTO will close on or
before February 28, 2019 or such
other date as mutually agreed by both parties.
The LOI was approved by the Board of Directors of Goldbelt and
also received approval by the Board of Directors of CannHealth.
If and when a definitive agreement between Goldbelt and
CannHealth is executed, Goldbelt will issue a subsequent press
release containing the details of the definitive agreement and
additional terms of the Transaction.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, receiving all required
shareholder, regulatory, and other approvals. There can be no
assurance that the Transaction will be completed as proposed or at
all.
Termination of Letter Agreement with Integrated Compliance
Solutions, LLC ("ICS")
The previously announced letter agreement dated April 2, 2018 between Goldbelt and Integrated
Compliance Solutions, LLC has been terminated, along with the
private placement which was announced on June 19, 2018 to be led by Gravitas Securities
Inc. In connection thereto, Cody
Hershey, Chris Johnson, and
Jim Hammer have resigned as nominees
of ICS to Goldbelt's board of directors.
The board of directors of Goldbelt is currently comprised of
James Varanese, Robb McNaughton, Michael
Kahn, and Ian Harris.
Trading Halt
The share of Goldbelt are currently halted from trading, and the
trading of shares of Goldbelt is expected to remain halted pending
completion of the Transaction.
Further Information
Goldbelt will provide further details in respect of the
Transaction in due course by way of press release. Goldbelt will
make available all information including financial information as
required by applicable regulatory authorities and will provide, in
a press release to be disseminated at a later date, the required
disclosure.
All information contained in this press release with respect to
CannHealth and Goldbelt was supplied by the parties respectively,
for inclusion herein, without independent review by the other
party, and each party and its directors and officers have relied on
the other party for any information concerning the other party.
This press release is not an offer of the securities for sale in
the United States. The securities
may not be offered or sold in the United
States absent registration or an available exemption from
the registration requirements of the U.S. Securities Act of 1933,
as amended (the "U.S. Securities Act") and applicable U.S.
state securities laws. Goldbelt will not make any public offering
of the securities in the United
States. The securities have not been and will not be
registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Forward-Looking Information
This press release contains forward-looking information. More
particularly, this press release contains statements concerning the
proposal to complete the Transaction and the delisting and
re-listing of the ordinary shares of Goldbelt and timing thereof.
Although the Company believes in light of the experience of its
officers and directors, current conditions and expected future
developments and other factors that have been considered
appropriate, that the expectations reflected in this
forward-looking information are reasonable, undue reliance should
not be placed on them because the Company can give no assurance
that they will prove to be correct. Forward looking information
involves known and unknown risks, uncertainties, assumptions
(including, but not limited to, assumptions on the performance and
financial results of the properties of the Company and certain
other risks detailed from time to time in the Company's public
disclosure documents available on the Company's SEDAR profile at
www.sedar.com) and other factors that may cause actual results or
events to differ materially from those anticipated in such
forward-looking information. Actual results and developments may
differ materially from those contemplated by these statements
depending on, among other things, the risks that the parties will
not enter into a definitive agreement or proceed with the
Transaction, including the delisting and re-listing of the ordinary
shares of Goldbelt or that required shareholder, regulatory, or
other approvals are not obtained. The forward-looking statements
contained in this press release are made as of the date hereof and
the Company undertakes no obligations to update publicly or revise
any forward-looking statements or information, whether as a result
of new information, future events or otherwise, unless so required
by applicable securities laws.
Neither the TSX Venture Exchange, Inc. nor its Regulation
Services Provider (as that term is defined in the polices of the
TSX Venture Exchange) has in any way passed upon the merits of the
Acquisition and associated transactions and neither of the
foregoing entities has in any way approved or disapproved of the
contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Goldbelt Empires Limited
