MONTREAL, Nov. 9, 2018 /CNW/ - Element 79 Capital Inc. (TSXV:EMS.H) (the "Corporation" or "Element 79"), a capital pool company, is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "TSXV") with respect to its qualifying transaction (the "Transaction") with Mondias Natural Products Inc. ("Mondias") pursuant to Policy 2.4 - Capital Pool Companies of the TSXV. A filing statement dated October 29, 2018 has been filed on SEDAR in connection with the Transaction.
The Transaction consists of a transaction that will result in a reverse take-over of the Corporation by the shareholders of Mondias by virtue of acquiring 100% of the equity interest of Mondias. The Corporation intends for the Transaction to constitute its "Qualifying Transaction", as such term is defined in the policies of the TSXV.
Prior to completion of the Transaction, the Corporation intends to consolidate its common shares on a 1 for 1.5 basis. As consideration for the Transaction, the Corporation will issue an aggregate of 41,882,760 post-consolidation common shares to the shareholders of Mondias at a deemed price of $0.105 per share. The aggregate deemed value of the consideration is $4,397,689.80. Pursuant to the acquisition of Mondias, an aggregate of 6,882,760 warrants to purchase 6,882,760 post-consolidation shares at an exercise price of $0.25 per share until June 20, 2020 will be granted to Mondias' existing warrant holders.
As a condition to the completion of the Transaction, the Corporation will also complete a concurrent non-brokered private placement by the issuance of a minimum of 9,523,809 common shares at a price of $0.105 for minimum gross proceeds of $1,000,000 and a maximum of 14,285,715 common shares at a price of $0.105 each for gross proceeds of up to $1,500,000 (the "Private Placement"). The Private Placement is subject to all necessary regulatory approvals, including that of the Exchange.
Subject to the approval of the Exchange, the Transaction and the Private Placement shall constitute the Corporation's qualifying transaction. The Exchange has conditionally approved the qualifying transaction and the listing of the resulting issuer.
Details of the Transaction are contained in the Corporation's filing statement available on SEDAR at www.sedar.com. The scheduled closing date of the QT is November 14, 2018, and is subject to the fulfillment of conditions required by the Exchange, namely : the satisfactory evidence that the resulting issuer working capital at closing is not materially different from the information in the filing statement; the closing of the minimum private placement of $1,000,000; the escrow of an aggregate of 35,000,001 shares to be issued pursuant to the QT under a Tier 2 Surplus Escrow Agreement; and the receipt of the required final documentation and the closing of the qualifying transaction on or prior to January 10, 2019.
Mondias specializes in the commercialization and development of evidence-based botanical products for the health care and bio agriculture markets. The company is already selling both oral and topical botanical agents to help manage unmet medical needs through Holizen Laboratories, one of its divisions.
Mondias is also developing botanical based specialty fertilizers for use on household plants, urban gardens, lawns, golf courses, nurseries or greenhouses in collaboration with McGill's Faculty of Agricultural and Environmental Sciences.
(s) Edward Ierfino
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Private Placement; use of funds; and the business and operations of the Resulting Issuer (as such term is defined in the Corporation's filing statement dated October 29, 2018) after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of the Resulting Issuer to execute and achieve its business objectives. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Element 79 and Mondias disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Factors that could cause actual results to differ materially from expectations include (i) the inability of the Corporation and Mondias to obtain the necessary approvals for the qualifying transaction, (ii) an inability or unwillingness of the Corporation or Mondias to complete the qualifying transaction for whatever reason, (iii) an inability to secure subscribers or obtain funds under the Private Placement and (iv) generally, an inability of the Corporation to develop and implement a successful business plan for any reason. These factors and others are more fully discussed in the filings of the Corporation and of Mondias with Canadian securities regulatory authorities available at www.sedar.com.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE Element 79 Capital Inc.
For further information: Mondias Investor Relations: Jean Philippe Gravel, CEO, Telephone: 1 866 722-2442, Email : [email protected]; Element 79 Capital Inc., Edward Ierfino, Director, Telephone: 514-562-1374, Email: [email protected]