/NOT FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, May 29, 2017 /CNW/ - Leo Resources Inc. (CSE: LEO; FSE: L001) ("Leo" or the "Company") further to the news release dated May 9, 2017 with respect to Leo entering into a non-binding letter of intent with Green Life Clinics Inc., ("GLC"), Leo announces that the completion of the definitive agreement with GLC is expected to be complete on or before June 30, 2017.
Completion of the acquisition of GLC is subject to, among other things, as previously announced, the Transaction is subject to the Company completing an equity financing (the "Financing") by way of a non-brokered private placement of units (the "Units") to raise aggregate gross proceeds of $10-million at an intended price of 50 cents per Unit on or before June 30, 2017; and if required receipt of any required shareholder, and regulatory and third party consents.
Conditions of the Transaction
The Transaction proposed transaction pursuant to which GLC is expected to acquire Leo Resources Inc. by way of reverse takeover for a combination of cash and share consideration. The final structure of the Transaction has not yet been finalized and will be determined following receipt of tax, corporate and securities law advice for both Leo and GLC. Upon completion of the acquisition, the combined entity will continue to carry on the business of GLC.
The transaction is subject to a number of conditions precedent, including, among other things, the negotiation and execution of a definitive agreement, due diligence, and receipt of all applicable regulatory approvals. Unless all of such conditions are satisfied or waived, to the extent they are capable of waiver, the Transaction will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all.
GLC is incorporated under the laws of the Province of British Columbia which has entered into an LOI to acquire a private company which operates clinics and pavilions in the western provinces. GLC gathers information/leads by placing interactive lead generation pavilions in areas of high interest to cannabis users and health related clinics/offices. GLC then takes these interested parties to its affiliate clinic network assisting the parties in navigating through and accessing Canada's legal medical marijuana program by assisting in determining eligibility, completing medical forms, providing physician consultations and referring parties to appropriate licensed producers. GLC currently has 6 Clinics in its corporate network.
GLC is a business built around today's quickly changing legislative framework. It allows for the retention of not only medical users but also the recreational user base, when available, with its lead generation tools. It will allow for strong patients and consumer outreach to all consumers of cannabis making it appealing to future partners and licensed producers.
GLC has also signed a non-binding LOI with Patient Access Pavilions Ltd. ("PAP") which it also expects to complete the definitive on or before June 30, 2017. PAP works by sorting/recording patient's identification and contact information after verifying an opt-in process, allowing for a gateway between health service providers and possible ACMPR patients. PAP has proprietary software which is used to store, transmit, and sort data of incoming patients based on location, ailment, and preferred contact method.
PAP is currently placed in areas of high interest to cannabis users and people with health ailments that match Health Canada's ailment list for ACMPR patients. PAP looks to further expand its patient outreach by adding a variety of health clinics as patient outreach hubs such as physiotherapists, massage clinics, and pharmacies. Currently PAP is in multiple locations across Canada. Each location generates approximately 80 leads per day. It is expected once the PAP is installed in target locations it will produce up to 3,000 ACMPR leads per day or 90,000 per month.
PAP's model is highly adaptable and scalable to be built around legislative framework, allowing for possible lead generation of the recreational market. PAP could be placed in a wide variety of areas of high foot traffic not directly affiliated with cannabis.
Pursuant to the terms of the LOI previously announced on May 9, 2017, Leo would acquire 100 per cent of the issued and outstanding securities of GLC in consideration of the payment of an aggregate $5,000,000 in cash and issuance of 25 million common shares of the Company to the shareholders GLC.
LEO RESOURCES INC.
Sam Chaudhry, CEO
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 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, as are statements regarding the business of PAP and GLC, their expected success, revenues, scalability and growth rates.
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 Leo Resources Inc
For further information: 800 - 1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5, Tel.: 604.376.1429 / Fax: 1.888.241.5996