Aumento Capital IV Corporation Announces Closing of Qualifying Transaction and Name Change to GreenSpace Brands Inc.

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

TSXV: JTR

TORONTO, April 30, 2015 /CNW/ - GreenSpace Brands Inc. ("GreenSpace" or the "Corporation") is pleased to announce that, further to its press releases dated April 13, 2015, March 18, 2015 and November 28, 2014, it has completed its previously announced qualifying transaction (the "Qualifying Transaction") consisting of the acquisition of all of the issued and outstanding shares in the capital of Life Choices Natural Food Corp. ("Life Choices") by way of three-cornered amalgamation pursuant to which a wholly owned subsidiary of GreenSpace amalgamated with Life Choices and each Life Choices shareholder received one common share in the capital of GreenSpace (a "Common Share") for every Life Choices common share ("Life Choices Share") held by them.  Final acceptance of the Qualifying Transaction will occur upon the issuance of a Final Exchange Bulletin by the TSX Venture Exchange (the "Exchange").

Prior to the closing of the Qualifying Transaction, the Corporation filed articles of amendment to: (1) consolidate its outstanding share capital (the "Consolidation") on the basis of one post-Consolidation Common Share for every two pre-Consolidation Common Shares; and (2) change its name to "GreenSpace Brands Inc.".

Subject to final approval of the Exchange the Corporation's post-Consolidation Common Shares are expected to begin trading on the Exchange at the opening of the markets on Monday, May 4, 2015 under the symbol "JTR" (Join The Revolution).

Immediately prior to the closing of the Qualifying Transaction Life Choices completed a private placement (the "Private Placement")  of 3,897,059 Life Choices Shares at a price of $1.36 per Life Choices Share for gross proceeds of $5.3 million.  Canaccord Genuity Corp. ("Canaccord Genuity") received a cash commission equal to 7.0% of the gross proceeds raised in the Private Placement, excluding president's list subscriptions totaling $399,976, on which a cash commission of 3.5% was paid.  Canaccord Genuity also received options granted by Life Choices to purchase Life Choices Shares (the "Agent's Options") equal to 7.0% of the number of Life Choices Shares issued in respect of the Private Placement, excluding 294,100 Life Choices Shares issued to President's List subscribers, for which Agent's Options equal to 3.5% were issued.  Each Agent's Option is exercisable at a price of $1.36 for a period of 24 months from the date of issuance.  In conjunction with the closing of the Qualifying Transaction, all Agent's Options and Life Choices Shares issued pursuant to the Private Placement were exchanged for securities exercisable for Common Shares on the same terms and conditions, the Corporation's year end will become the year end of Life Choices, March 31, and the Corporation's auditors will be MNP LLP.

Following completion of the Qualifying Transaction, the Corporation has 19,407,594 Common Shares issued and outstanding.  Assuming the conversion of all outstanding options, warrants and stock options, 19,801,274 Common Shares are outstanding on a fully diluted basis.

Escrowed Securities

Pursuant to the terms of a value security escrow agreement dated April 30, 2015 among the Corporation, Computershare Investor Services Inc. as escrow agent and certain escrow securityholders (the "Escrow Agreement"), an aggregate of 6,673,741 Common Shares have been placed in escrow, whereby 10% of such securities will be released immediately upon the issuance of the Exchange bulletin evidencing final acceptance of the Qualifying Transaction and the balance of such securities will be released in equal tranches of 15% every six months thereafter. 

A total of 14 non-principal former shareholders of Life Choices who, upon closing of the Qualifying Transaction, now hold an aggregate of 3,061,449 Common Shares are subject to Exchange seed share resale restrictions that permit 20% of such shares to be released pursuant to either: (i) a four month hold with 20% released each month with the first release on closing of the Qualifying Transaction; or (ii) a one year hold with 20% released every 3 months with the first release on closing of the Qualifying Transaction.

The principal officers of Life Choices are subject to contractual lock-up agreements that prevent the sale, transfer or disposal of or dealing with any Common Shares or securities convertible or exchangeable into Common Shares for a period commencing on the closing of the Qualifying Transaction and ending on the date that is 180 days following closing of the Qualifying Transaction.

Directors and Officers

As a result of the closing of the Qualifying Transaction, the directors and officers of the Corporation are now:

Matthew von Teichman-Logischen

Director, Chairman and Chief Executive Officer

Mathew Walsh

Secretary and Chief Financial Officer

Aaron Skelton

Vice President – Brands and Business Development

James M. Brown

Director

Roger Daher

Director

James Haggarty

Director

Blair Tamblyn

Director

Further details on the Qualifying Transaction are set out in the Corporation's filing statement dated April 13, 2015 available under the Corporation's profile at www.sedar.com.  

ABOUT GREENSPACE BRANDS INC.

GreenSpace develops, markets and sells premium convenience natural food products to consumers across Canada.  Greenspace's original brand, 'Life Choices' features premium convenience meat products made with a variety of combinations of grass fed and pasture raised meats (meat raised without the use of added hormones and antibiotics). Life Choices owns Rolling Meadow Dairy  (Canada's first grass fed dairy product line), Holistic Choice (a natural pet food line) and Yamba Yogurts (an Australian style yogurt line).  All brands are wholly owned by Life Choices and retail in a variety of natural and mass food retail locations across Canada. 

The Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release. Neither the 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.

Certain information in this press release may constitute forward-looking information.  This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation.  Additional information identifying risks and uncertainties is contained in the Corporation's filings with the Canadian securities regulators, which filings are available at www.sedar.com.

SOURCE GreenSpace Brands Inc.

For further information: GreenSpace Brands Inc.: Mathew Walsh, CFO, (416) 934-5034 x. 222, mat.walsh@greenspacebrands.com; Matthew von-Teichman, CEO, (416) 934-5034 x. 236, matt@greenspacebrands.com; www.greenspacebrands.ca


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