Morro Bay, Abattis arrange subsidiary share swap
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 (email@example.com).
Benjamin Eastwood, Keith Jonathan Erickson, Michael Anthony Steele, Kenneth Cory Lee Younger, John Charles Zang, Matthew Colin Zubot
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