Morro Bay, Abat­tis ar­range sub­sidiary share swap

Stockwatch Daily - - MINES & METALS - Mr. John Zang of Morro Bay re­ports

MORRO BAY Re­sources Ltd., Abat­tis Bio­ceu­ti­cals Corp., and Abat­tis’s ma­jor­ity-owned test­ing and lab­o­ra­tory sub­sidiary, North­ern Vine Canada Inc., have pro­vided the fol­low­ing up­date. Abat­tis, North­ern Vine and Ex­pe­rion Biotech­nolo gies Inc. have en­tered an agree­ment that will see Ex­pe­rion ex­change the 6,275 North­ern Vine com­mon shares (the Ex­pe­rion NV shares) that it cur­rently owns for the 2.5 mil­lion Ex­pe­rion Class A com­mon shares (the North­ern Vine Ex­pe­rion shares) cur­rently owned by North­ern Vine.

The swap agree­ment will re­sult in North­ern Vine no longer own­ing any shares in Ex­pe­rion and Ex­pe­rion no longer own­ing any shares in North­ern Vine. The swap agree­ment and all clos­ing

doc­u­ments re­lated thereto have been ex­e­cuted, with fi­nal clos­ing an­tic­i­pated to oc­cur af­ter the pre­vi­ously an­nounced Morro Bay and Ex­pe­rion re­verse takeover trans­ac­tion (RTO) has been com­pleted and within two days af­ter Morro Bay’s com­mon shares have traded for five days. If clos­ing of the swap agree­ment does not oc­cur by Oct. 13, 2017, the swap agree­ment is null and void.

Upon com­ple­tion of the swap agree­ment, Abat­tis will re­gain full con­trol over North­ern Vine and its op­er­a­tional test­ing fa­cil­ity in Lan­g­ley, B.C. North­ern Vine is ex­e­cut­ing on its plan to be­come the premier test­ing for­mu­lat­ing fa­cil­ity to bet­ter serve the na­tional cannabis in­dus­try. As well, North­ern Vine will be fo­cus­ing on set­ting up pro­to­type ex­trac­tion in­stal­la­tions by Novem­ber, 2017, with lo­cal li­censed fa­cil­i­ties to high­light the ex­trac­tion ca­pa­bil­i­ties of the pro­pri­etary Suzhou Ray­bot ex­trac­tion tech­nol­ogy and ma­chin­ery. The ma­chines have landed in Canada and will be in­stalled for this pur­pose through the months of Septem­ber and Oc­to­ber.

Upon com­ple­tion of the swap agree­ment and as­sum­ing clos­ing of the RTO, Morro Bay will have ac­quired all of the is­sued and out­stand­ing Ex­pe­rion Class A vot­ing com­mon shares and Ex­pe­rion will be­come a wholly owned sub­sidiary of Morro Bay. As stated by Morro Bay in its Aug. 10, 2017, news re­lease, af­ter a roll­back of the Morro Bay com­mon shares on the ba­sis of 3.603457 com­mon shares for one post­con­sol­i­da­tion com­mon share, Morro Bay will have ap­prox­i­mately 3,386,520 com­mon shares out­stand­ing. A to­tal of 33,935,757 Morro Bay postroll­back com­mon shares will be is­sued to ac­quire 10,833,333 Ex­pe­rion shares, rep­re­sent­ing ap­prox­i­mately 81.25 per cent of the Ex­pe­rion shares. The re­main­ing ap­prox­i­mately 18.75 per cent of the Ex­pe­rion shares are the North­ern Vine Ex­pe­rion shares, which will be ac­quired pur­suant to the swap agree­ment.

John Zang, chief ex­ec­u­tive of­fi­cer of Morro Bay, stated: “The swap agree­ment will al­low Ex­pe­rion to fo­cus on its core business as an ACMPR-[ac­cess-to-cannabis-for-med­i­cal-pur­poses-reg­u­la­tions]-li­censed pro­ducer of cannabis and, upon clos­ing of the RTO, should en­sure Morro Bay 100-per-cent own­er­ship of Ex­pe­rion. We wish North­ern Vine suc­cess in re­la­tion to its op­er­at­ing the li­censed lab in Lan­g­ley, B.C.”

Other Morro Bay mat­ters

RTO trans­ac­tion and the share of­fer­ing: Morro Bay is con­tin­u­ing with the pre­vi­ously an­nounced RTO and the pri­vate place­ment of­fer­ing re­lat­ing thereto. Clos­ing of these trans­ac­tions is ex­pected to oc­cur in the near fu­ture.

Cor­po­rate sec­re­tary: Mr. Zang, in ad­di­tion to his role as CEO, has been ap­pointed cor­po­rate sec­re­tary of Morro Bay.

We seek Safe Har­bor.

Karen Bax­ter con­densed this news re­lease (karenb@stock­watch.com).

Ben­jamin East­wood, Keith Jonathan Erick­son, Michael An­thony Steele, Kenneth Cory Lee Younger, John Charles Zang, Matthew Colin Zubot

(MRB) Shares: 12,203,178

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