Pele Moun­tain Re­sources firms up Bhang RTO

Stockwatch Daily - - MINES & METALS - Mr. Mar­tin Cooper re­ports

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 (

Mar­tin Stephen Cooper, Richard Michael Cooper, Peter Mur­ray Dim­mell, Wayne Richard­son, Steven Rukav­ina, John D Wilkin­son

(GEM) Shares: 36,143,196

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