/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S.
NEWSWIRES/
CALGARY, Feb. 20, 2018 /CNW/ - Trusted Brand 2016 Inc.
("Trusted Brand" or the "Corporation") (TSX-V:
HAH.P), is pleased to announce that it has entered into a
non-binding letter of intent (the "LOI") with an arm's length
private company (the "Target"). The Target has offers to purchase
three ACMPR (Access to Cannabis for Medical Purposes Regulations)
stage 5 licensees in Ontario and
one stage 4 licensee in Alberta
for a total of 372,500 square feet of production space. These
acquisitions are expected to close prior to the completion of the
Transaction (as defined herein).
Pursuant to the LOI, the Corporation, subject to entering into a
definitive agreement (the "Transaction Agreement"), has agreed to
combine with the private company by way of share exchange, merger,
amalgamation, arrangement, or other similar form of transaction
(the "Transaction").
The Transaction is an arm's length transaction and, when
completed, may be considered to be the Qualifying Transaction for
the purposes of the TSX Venture Exchange Inc. ("TSXV"). The
Corporation has requested its common shares ("Shares") continue to
be halted by the TSXV pending review of materials for the
Transaction.
Trading in Trusted Brand Shares on the TSXV is halted and are
expected to remain so until mid-March
2018 at the earliest.
This is an initial press release. The Corporation plans to issue
a further press release once it has entered into the Transaction
Agreement to provide, among other things, selected financial
information respecting the private company and the Transaction.
Subject to satisfaction or waiver of the conditions precedent
referred to herein, Trusted Brand anticipates the proposed
Transaction will be completed prior to May
31, 2018.
Trusted Brand, a capital pool company within the meaning of the
policies of the TSXV, does not have any operations and has no
assets other than cash. Trusted Brand's business is to identify and
evaluate businesses and assets with a view to completing a
Qualifying Transaction under the policies of the TSXV.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and if
applicable pursuant to TSXV Requirements, majority of the minority
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 a capital pool company should be considered highly
speculative.
The TSXV has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents
of this press release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This news release includes certain "forward-looking statements"
under applicable Canadian securities legislation. Forward-looking
statements include, but are not limited to, statements with respect
to the future business and operations of Trusted Brand.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties, and other
factors which may cause the actual results and future events to
differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: general business, economic, competitive, political and
social uncertainties; and the delay or failure to receive
applicable Board, shareholder or regulatory approvals. There can be
no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. These forward-looking statements
are made as of the date hereof and Trusted Brand disclaims any
intent or obligation to update publicly any forward-looking
statements, whether as a result of new information, future events
or results or otherwise, except as required by applicable
securities laws.
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.
SOURCE Trusted Brand 2016 Inc.