MONTREAL, Sept. 27, 2018 (GLOBE NEWSWIRE) -- Angus Ventures Inc. (“Angus”) (TSXV: GUS.P) and AAA Medic Montreal Inc. (“AAA Medic”) are pleased to announce that AAA Medic intends to complete a non-brokered private placement of units of AAA Medic (“Units”) at a price of $0.40 per Unit for gross proceeds of up to $9,000,000 (the “Offering”). The Offering is being conducted in connection with a proposed business combination transaction (the “Transaction”) as contemplated in the binding letter of intent among Angus and AAA Medic previously announced on September 4, 2018 setting out the terms of the Transaction.
Each Unit will consist of one (1) Class “A” share of AAA Medic (a “Class A Share”) and one-half (½) of one (1) Class A Share purchase warrant. Each whole Class A Share purchase warrant (a “Warrant”) will entitle the holder to purchase one (1) Class A Share at a price of $0.50 per Class A Share for five (5) years following the closing date of the Offering.
The securities issued and issuable pursuant to the Offering will be subject to resale restrictions in accordance with limited exemptions under applicable securities legislation.
AAA Medic intends to use the net proceeds from the Offering to fund the construction of its processing facility in Laval, Quebec, to fund a cannabis facility in Kanesatake, Quebec to be operated by a subsidiary of AAA Medic and for general working capital purposes.
It is anticipated that upon the completion of the Transaction, Class A Shares and Warrants issued in connection with the Offering will be exchanged for common shares of the combined entity (the “Resulting Issuer”), subject to receipt of requisite approval of the Transaction, including the approval of the TSX Venture Exchange (the “TSX-V”).
Further Information
Angus and AAA Medic will provide further details in respect of the Offering and Transaction in due course once available by way of press release.
Trading in the shares of Angus has been halted pursuant to the policies of the TSX-V. 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.
All information contained in this press release with respect to AAA Medic, its business and proposed corporate reorganization and the Offering was supplied by AAA Medic for inclusion herein. Angus has not conducted due diligence on the information provided and does not assume any responsibility for the accuracy or completeness of such information.
Trading in the securities of Angus Ventures Inc. should be considered highly speculative. The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For more information, please contact:
Scott Jardin
President and Chief Executive Officer
AAA Medic Montreal Inc.
Tel.: +1 (514) 954-4466 ext. 103
sjardin@aaa-medic.com
Patrick Langlois
President and Chief Executive Officer
Angus Ventures Inc.
Tel.: +1 (416) 807-1311
Dennis Peterson
Director
Angus Ventures Inc.
Tel.: +1 (416) 777-6772
dhp@petelaw.com
Forward Looking Information
This news release contains certain forward-looking statements that reflect the current views and/or expectations of management with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the Company’s intention to negotiate for or complete the Transaction. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. In particular, there is no guarantee that the parties will successfully negotiate and enter into the Definitive Agreement or complete the Transaction contemplated herein, that the Company’s due diligence will be satisfactory or that the Company will obtain any required shareholder or regulatory approvals, including the listing of the Resulting Issuer Shares on the TSX-V and the concurrent delisting of the Angus Shares from the TSX-V. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.