VANCOUVER, Oct. 1, 2018 /CNW/ - RockBridge Resources Inc.
(TSXV: RBE) ("RockBridge" or the "Company") is
pleased to announce that it has entered into a binding letter of
intent pursuant to which the Company has agreed to acquire (the
"Acquisition"), directly or indirectly, all of the issued
and outstanding securities of Harvest Enterprises, Inc.
("Harvest").
Harvest is a vertically integrated cannabis company with one of
the largest footprints in the U.S. Harvest's complete vertical
solution includes industry-leading cultivation, manufacturing, and
retail facilities, construction, real estate, technology and
operational expertise – leveraging in-house legal, human resources
and marketing teams, along with proven experts in writing and
winning state-based applications. Harvest has more than 250
employees with proven experience, expertise and knowledge of
in-house best practices. Harvest's executive team is comprised of
leaders in finance, compliance, real estate and operations. Since
its founding in 2011, Harvest has grown its footprint every year
and now has licenses in 10 states.
The Acquisition is proposed to be completed by way of an
amalgamation, arrangement, takeover bid, share purchase or other
similar form of transaction, and is anticipated to close in the
fourth quarter of 2018.
Immediately prior to the completion of the Acquisition, the
Company intends to delist its common shares from the TSX Venture
Exchange (the "TSXV") and list its common shares on the
Canadian Securities Exchange (the "CSE").
Closing of the Acquisition is subject to certain conditions,
including consolidation of the Company's existing share capital on
a basis mutually determined by Harvest and the Company, receipt of
all required shareholder, regulatory and third-party consents,
including CSE approval of the Acquisition and the listing of the
Company's common shares on the CSE, delisting of the Company's
common shares from the TSXV, and the satisfaction of other closing
conditions.
The Acquisition will constitute a reverse takeover of the
Company by Harvest. Trading in the Company's common shares
will remain halted pending further stock exchange
filings.
The Company intends to provide further details regarding the
Acquisition in due course.
ROCKBRIDGE RESOURCES INC.
"Rana Vig"
Rana Vig, CEO
Cautionary Notes
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. Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSXV) accepts responsibility for the adequacy or accuracy of
this release.
Completion of the Acquisition is subject to a number of
conditions, including CSE acceptance. The Acquisition cannot close
until all required regulatory, corporate and third-party approvals
are obtained. There can be no assurance that the Acquisition will
be completed as proposed, or at all. Investors are cautioned that,
except as disclosed in the Listing Statement to be prepared in
connection with the Acquisition, any information released or
received with respect to the Acquisition may not be accurate or
complete and should not be relied upon. Trading in the
securities of the Company should be considered highly
speculative.
This news release may include forward-looking statements that
are subject to inherent risks and uncertainties. All statements
within this news release, other than statements of historical fact,
are to be considered forward looking, including statements
regarding the completion of the Acquisition, the delisting of the
Company's common shares from the TSXV, the listing of the Company's
common shares on the CSE, and the provision by the Company of
further information regarding the Acquisition. Although the Company
believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are
not guarantees of future performance and actual results or
developments may differ materially from those described in
forward-looking statements. Factors that could cause actual results
to differ materially from those described in forward-looking
statements include market fluctuations, availability of capital and
financing, and general economic, market and business conditions.
There can be no assurances that such statements will prove accurate
and, therefore, readers are advised to rely on their own evaluation
of such uncertainties. We do not assume any obligation to update
any forward-looking statements except as required under applicable
laws.
SOURCE RockBridge Resources Inc.