/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, March 28, 2017 /CNW/ - Hadley Mining Inc. (CSE: HM) (the "Company") is pleased to announce that, further to its press release dated March 10, 2017, it is has entered into a share purchase agreement (the "SPA") under which it will acquire 100% of the issued and outstanding securities of a private entity ("SevenTails") in consideration of the payment of an aggregate $300,000 in cash and issuance of up to 16,000,000 common shares of the Company to the shareholders of SevenTails (the "Transaction").
SevenTails is a privately held British Columbia company that has submitted an application for a license to produce under the Access to Cannabis for Medical Purposes Regulations (Canada).
SevenTails has successfully advanced past the security clearance stage and is currently in the review stage of the licensing process and is committed to becoming a licensed producer under the Access to Cannabis for Medical Purposes Regulations (ACMPR).
SevenTails currently has plans for a 20,000 square-foot production facility to produce its medical-grade marijuana.
ACMPR application status
- In October 2014, SevenTails had its application for a licence to cultivate and sell marijuana under the Marijuana for Medical Purposes Regulations (MMPR), now the ACMPR, accepted by Health Canada
- In October 2016, SevenTails successfully advanced past the security clearance stage in and is currently in the review stage of the application process.
- SevenTails is currently awaiting its Notice of Pre-licensing Inspection Letter (NPIL) from Health Canada.
SevenTails production facilities will be constructed in two phases:
- Phase 1 -- Complete the buildout of its 20,000 square foot state-of-the-art facility, consistent with ACMPR standards, capable of producing more than 5000 kilograms of marijuana annually;
- Phase 2 -- greenhouse expansion: plan to increase SevenTails' marijuana production capacity to over 50,000 kilograms per year with a 200,000 square foot greenhouse expansion;
Private Placement Financing
The Transaction is subject to the Company completing an equity financing (the "Concurrent Financing") by way of a non-brokered private placement of units (the "Units") to raise a minimum $5,000,000 and up to a maximum $7,000,000 at an intended price of $0.50 per Unit. Each Unit will consist of one common share and one half of one common share purchase warrant. Each full warrant will entitle the holder to purchase an additional common share at the price of $1.00 per share for a period of twelve months from the closing of the Transaction. In the event that Company's share prices closes at a price of $1.50 per share for a period of 10 consecutive trading dates, the Company will have the option to provide notice to the warrant holders in writing or via press release to accelerate the term of the warrants to a period of 30 days following such notice. The Company may pay finder's fees in connection with the Concurrent Financing. The net proceeds from the Concurrent Financing will be used for the development of the business and general working capital purposes.
As previously disclosed, upon completion of the Transaction, Nancy Kinney, the founder, President and sole director of SevenTails shall be appointed to the Board of Directors of the Company and as its President and CEO. It is anticipated that Quinn Field-Dyte will resign as CEO and from the Board of Directors and that Jeremy Andrews will also resign as a director. Anthony Jackson will be appointed to the Board of Directors of the Company and as its CFO.
Further details concerning the Transaction, the SPA, SevenTails and the previously announced concurrent financing, as well as other matters, will be announced and incorporated into a listing statement concerning the Transaction, as soon as they are available. Trading in the common shares of the Company is expected to remain halted pending satisfaction of applicable requirements of the CSE. There can be no assurance that trading in the common shares of the Company will resume prior to completion of the Transaction.
For further information regarding the Company, see the Company's disclosure documents on SEDAR at www.sedar.com.
ON BEHALF OF HADLEY MINING INC.
"Quinn Field-Dyte" Chief Executive Officer
Not for distribution to United States wire services or dissemination in the United States. This news 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.
Certain statements included in this press release constitute forward-looking information or statements (collectively, "forward-looking statements"), including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", "may", "should" and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.
Statements about the execution of a Definitive Agreement, closing of the Transaction, expected terms of the Transaction, the number of securities of the Company that may be issued in connection with the Transaction, the ownership of the Company, the terms of and the completion of the Concurrent Financing, and the parties' ability to satisfy any and all other closing conditions, and receive necessary regulatory and CSE approvals in connection therewith, are all forward-looking information.
Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company's forward-looking statements.
Neither the Canadian Securities Exchange (the "CSE") nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Hadley Mining Inc.
For further information: Hadley Mining Inc., Telephone: 604-283-1722