Vancouver, British Columbia – Four River Ventures Ltd. (TSXV: FFC.H) (“Four River” or the “Company”), is pleased to announce that, further to its news release dated August 8, 2016, it has entered into an amendment to the letter of intent dated August 8, 2016 (the “LOI”) relating to the acquisition of Canabo Medical Corporation (“Canabo” or “CMClinic”), a private corporation existing under the laws of Canada (the “Acquisition”). This transaction will be effected through an exchange of securities with all of the securityholders of Canabo (the “Transaction”). The principal business carried on and intended to be carried on by Canabo is the operation of medical clinics for evaluating the suitability of, prescribing, and monitoring cannibinoid treatments for patients suffering from chronic pain and disabling illnesses.
The amendments to the LOI include:
- Canabo intends to complete a private placement of up to 7,050,000 common shares of Canabo at a price of $0.50 per share, to raise aggregate gross proceeds of up to $3,525,000 (the “Private Placement”). The intent of the parties being that all new common shares issued by Canabo prior to the closing of the Transaction will be exchanged for post-consolidated common shares of Four River on a one for one share basis. The net proceeds from the Private Placement will be used by Canabo to fund its expansion plans, which include the opening up to six (6) new clinics over the next 12 months more or less, and to provide general working capital. Four River will not proceed with its previously announced private placement financing.
- In connection with the Private Placement, Caabo will also issue share purchase warrants to three arm’s length finders for the purchase of up to 545,000 common shares of Canabo at $0.50 per share for a period of 24 months following the closing date of the Private Placement (the “Canabo Warrants”).
- Four River will acquire all of the issued securities of Canabo, including the Canabo Warrants, and in consideration, subject to the acceptance of the TSX Venture Exchange (the “Exchange”), the Company will now issue:
- (i) 27,681,900 post-consolidated common shares (more or less) to the shareholders of Canabo, representing approximately 84.5% of the issued and outstanding common shares of the Company after completion of the Acquisition, on the basis of one (1) post-consolidated common share of the Company for every one (1) common share of Canabo outstanding; and
- (ii) Share purchase warrants to acquire up to 545,000 post-consolidated common shares of the Company at an exercise price of $0.50 per share for a period of 24 months following the closing date of the Private Placement.
- Upon closing of the Transaction, the Board of Directors of Four River will be four (4) directors, comprised of three (3) nominees from Canabo (Dr. Danial Schecter, Dr. A. Neil Smith and Ian Klassen) and one (1) nominee from Four River (Alistair MacLennan).
About Four River Ventures Ltd.
The Company was incorporated in British Columbia on February 2, 2007 and is listed on the NEX division of the Exchange under the symbol “FFC.H”. The Company’s current business is the exploration for mineral resources. The Company does not currently have any ongoing operations and has no material assets other than cash.
In accordance with Exchange policy, the Company’s shares are currently halted from trading and are expected to remain halted until after the Exchange accepts and confirms the completion of the Transaction.
Except for statements of historical fact, all statements in this press release, including, but not limited to, statements regarding future plans, objectives and payments are forward-looking statements that involve various risks and uncertainties.
For More Information
For more information about Four River, please contact:
Alistair MacLennan President & Chief Executive Officer
Telephone: (604) 899-0106
For more information about Canabo, please contact
John Philpott President & Chief Operating Officer
Telephone: (902) 442-0653
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The Exchange has in no way passed on the merits of the proposed Transaction and has neither approved or disapproved the contents of this press release.
Neither Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING INFORMATION
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release includes information relating to the Acquisition (including the structure of the Acquisition), the Transaction (including shareholder approval, shareholder support, and other terms), the Private Placement (including its completion and the use of proceeds from the Private Placement), the directors and management of the resulting issuer upon completion of the Transaction, and the implementation of Canabo’s business plan. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with the completion of the Transaction and matters relating thereto; and risks associated with the marketing and sale of securities, the need for additional financing, reliance on key personnel, the potential for conflicts of interest among certain officers or directors, and the volatility of the Company’s common share price and volume. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.
There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others, risks related to Canabo’s proposed business such as failure of the business strategy and government regulation; risks related to Canabo’s operations, such as additional financing requirements and access to capital, reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; risks related to Canabo and its business generally such as infringement of intellectual property rights and conflicts of interest. The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will
reflect the actual outcome of such items or factors. While the Company may elect to, it does not undertake to update this information at any particular time.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.