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Proposed Acquisition of Control of Lead Ventures by Shareholders of PalliaTech
Vancouver, B.C. – July 25, 2018 – Lead Ventures Inc. (CSE: LEAD) (“Lead Ventures” or the “Company”) is pleased to announce, further to the press release dated June 29, 2018, that it has entered into a transaction agreement (the “Agreement”) with PalliaTech, Inc., a private Delaware corporation and leading vertically integrated medical and wellness cannabis operator in the United States (“PalliaTech”). The Agreement outlines the proposed terms and conditions pursuant to which Lead Ventures and PalliaTech will effectuate a business combination (the “Proposed Transaction”) that will result in the acquisition of control of Lead Ventures by the shareholders of PalliaTech and the listing for trading of the shares of the resulting issuer (the “Resulting Issuer”) on the Canadian Securities Exchange (the “CSE”). Pursuant to the Proposed Transaction which was negotiated at arm’s length, the Resulting Issuer will become the indirect parent and sole voting stockholder of PalliaTech.
Terms of the Transaction
In connection with the Proposed Transaction, the Company will, among other things: (i) change its name as chosen by PalliaTech and acceptable to applicable regulatory authorities; (ii) reclassify and consolidate its outstanding common shares on a basis to be determined; and (iii) replace all directors and officers of the Company on closing of the Proposed Transaction with nominees of PalliaTech.
The Proposed Transaction is subject to a number of conditions including, without limitation, receipt of all necessary shareholder and regulatory approvals, receipt of the conditional approval for the listing of the shares of the Resulting Issuer on the CSE following completion of the Proposed Transaction as well as customary termination rights.
PalliaTech currently intends to complete a brokered private placement of subscription receipts (the “PalliaTech Subscription Receipts”) to accredited investors (the “PalliaTech Financing”) through a single purpose vehicle. Under the Proposed Transaction, existing shareholders of the Company immediately prior to the completion of the Proposed Transaction will receive post-consolidated shares of the Resulting Issuer having an aggregate value of CAD$2.16 million, at a price per share equal to the PalliaTech Financing price.
Further details of the Proposed Transaction will be included in subsequent disclosure documents (which will include business and financial information in respect of PalliaTech) to be filed by the Company in connection with the Proposed Transaction. It is anticipated that an annual general and special shareholder meeting of the Company to approve, among other matters, all required matters in connection with the Proposed Transaction, will take place in the third quarter of 2018 and the closing of the Proposed Transaction will take place before the end of the year.
The common shares of the Company will remain halted until all the applicable regulatory authorities have accepted all necessary filings.
ON BEHALF OF THE BOARD OF LEAD VENTURES INC.
For more information please contact:
Lead Ventures Inc.:
Rana Vig – CEO
604.669.9788 Ext. 202
About PalliaTech, Inc.
PalliaTech is a leading vertically integrated medical and wellness cannabis operator in the United States. Headquartered in Wakefield, Massachusetts, PalliaTech is located in 10 states and operates 23 dispensaries, 10 cultivation sites and 9 processing sites with a focus on highly populated, limited license states, including New York, New Jersey, Florida and Massachusetts. PalliaTech leverages its extensive research and development capabilities to distribute cannabis products with the highest standard for safety, effectiveness, consistent quality and customer care. PalliaTech is committed to being the industry’s leading resource in education and advancement through research and advocacy.
Through its team of physicians, pharmacists, medical experts and industry visionaries, PalliaTech has created Curaleaf, a premier branded cannabis-based therapeutic offering, delivering premium quality medical cannabis in multiple product formats to patients through its network of branded retail dispensaries. Curaleaf’s Florida operations are the first in the cannabis industry to receive the Safe Quality Food certification under the Global Food Safety Initiative, setting a new standard of excellence. For more information please visit www.curaleaf.com and www.curaleaf.com.
As noted above, completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the listing of the shares of the Resulting Issuer on the CSE. 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 listing statement of the Company to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. All information regarding PalliaTech herein has been provided by PalliaTech.
The CSE (operated by CNSX Markets Inc.) has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this press release.
This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward Looking Information
Certain statements in this press release are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, information concerning the Proposed Transaction and the PalliaTech Financing, expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, the timing for holding the annual general and special meeting of shareholders of the Company and the timing for completing the Proposed Transaction, expectations regarding the listing of the shares of the Resulting Issuer on the CSE, expectations for the effects of the Proposed Transaction or the ability of the combined company to successfully achieve business objectives, expectations regarding whether the PalliaTech Financing will be consummated, and expectations for other economic, business, and/or competitive factors. Those assumptions and factors are based on information currently available to the Company. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to consummate the Proposed Transaction and the PalliaTech Financing; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and timeline; the ability to satisfy the conditions to the consummation of the PalliaTech Financing or to the conversion of the PalliaTech Subscription Receipts; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction and the PalliaTech Financing. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. 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. In particular, there can be no assurance that the Proposed Transaction will occur, or that if the Proposed Transaction does occur, it will be completed on the terms described above. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The forward-looking information contained in this release is made as of the date hereof and the
Company assumes no obligation to update or revise any forward-looking statements or forward-looking information that are incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The foregoing statements expressly qualify any forward-looking information contained herein. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.
Christine Rigby, SVP, Investor Relations
PH: (781) 451-0145
KCSA Strategic Communications
Valter Pinto, Managing Director
PH: (212) 896-1260
KCSA Strategic Communications
Anne Donohoe, Managing Director
PH: (347) 487-6199