Pele Mountain Resources firms up Bhang RTO
FURTHER TO its previously announced non-binding letter of intent dated June 19, 2018, as amended, Pele Mountain Resources Inc. has entered into a definitive agreement with Bhang Corp., a privately held Nevada corporation, to acquire a 100-per-cent interest in Bhang through a business combination transaction. The company has received requisite shareholder approval for certain matters ancillary to the transaction such as: (i) the change of name of the company to Bhang Inc.; (ii) the consolidation of the company’s common shares as described below; (iii) the redesignation of the common shares of the company into subordinate voting shares and the creation of multiple voting shares; and (iv) other matters relevant to the transaction.
Under the terms of the definitive agreement, Pele has agreed to acquire a 100-per-cent interest in Bhang by way of a share exchange between Pele and all of the shareholders of Bhang, which will constitute a reverse takeover of the company by the shareholders of Bhang. The issued and outstanding shares of Bhang will be exchanged for approximately 90 million postconsolidated shares of the company for an anticipated deemed price of 50 cents per share, with a portion of shares being allocated as multiple voting shares. Prior to the completion of
the transaction, the company will effect a consolidation which is anticipated to result in a consolidation of one postconsolidated common share for 10 preconsolidated common shares of Pele, but, in any event, shall not exceed one postconsolidated common share for 15 preconsolidated common shares of Pele.
Concurrently with the Bhang acquisition, the company will also acquire Bhang Canada Inc. (BCI), a related company to Bhang, pursuant to a three-cornered amalgamation. The acquisition of BCI will result in the company acquiring all the funds raised by BCI through a contemplated brokered offering of subscription receipts. Each subscription receipt will automatically convert into one unit of BCI consisting of one common share in the capital of the BCI and one-half of one common share purchase warrant of BCI concurrently with the completion of the transaction and upon satisfaction of certain other conditions.
The completion of the transaction is subject to certain other additional conditions precedent, including, but not limited to: (i) the completion of the offering and other financings by Bhang for aggregate gross proceeds of no less than $7-million; (ii) the divestiture of all of the company’s mining and energy related assets; and (iii) certain other conditions typical in a transaction of this nature.
As provided for in the definitive agreement, Bhang shall continue financing Pele $10,000 per month to meet Pele’s working capital needs as well as agreeing to be responsible for all of Pele’s reasonable costs and expenses associated with the transaction pending its completion. Prior to the closing of the transaction, Pele will be completing a reorganization with its subsidiaries to, among other things, transfer any remaining mining and energy assets and to reduce its working capital deficiency to below $10,000, which may include completing shares-for-debt conversions. In this regard, Pele also announces that it has entered into a termination and release agreement with its joint venture partner in respect of their Sudbury project, pursuant to which Pele transferred its 36-per-cent joint venture interests and rights in and to the underlying mining claims to its joint venture partner in exchange for mutual releases.
About Bhang Corp.
Founded by professional chef and master chocolatier Scott J. Van Rixel, Bhang, headquartered in Miami, Fla., has been formulating and producing award-winning tetrahydrocannabinol- and cannabidiol-infused products since 2010. What began as a cannabis-infused dark chocolate bar has now expanded to a widely recognized and awarded cannabis brand. Bhang’s chocolate products expanded to include a premium collection of vapes, gums, mouth sprays and Bhang-branded merchandise.
Directors of the resulting issuer
Subject to and following the closing of the transaction, the board of directors of the resulting issuer are expected to comprise the following individuals:
• Scott J. Van Rixel
• Jamie L. Pearson
• William J. Waggoner
• Stephen Gledhill
• Daniel Nauth
We seek Safe Harbor.
Erika Flores condensed this news release (email@example.com).
Martin Stephen Cooper, Richard Michael Cooper, Peter Murray Dimmell, Wayne Richardson, Steven Rukavina, John D Wilkinson
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