ROUYN-NORANDA, QC, Aug. 6, 2019 /CNW Telbec/ - Fieldex Exploration Inc. ("Fieldex") (TSXV: FLX) (Frankfurt: F7E1) is pleased to announce that at an annual and special meeting of shareholders held yesterday (the "Meeting"), Fieldex's shareholders elected Martin Dallaire, Donald Lacasse and Jean-Pierre Landry, as directors of Fieldex. Following the Meeting, Fieldex's Board of Directors re-appointed Martin Dallaire as President and Chief Executive Officer and Donald Lacasse as Chief Financial Officer and Secretary of Fieldex.
At the Meeting, Fieldex's shareholders also approved resolutions (i) appointing Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants, as the auditor of Fieldex, (ii) ratifying and confirming the stock option plan of Fieldex; (iii) approving a change of corporate name from Fieldex Exploration Inc. to "Copeland Biosciences Corp" or such other name as may be selected by the Board of Directors of Fieldex in its discretion (the "Change of Name"); (iv) authorizing an amendment to the Articles of Fieldex so as to change the province in Canada where the registered office of Fieldex is located from Québec to Ontario (the "Change of Registered Office"); (v) approving the voluntary delisting of the common shares of Fieldex from the TSX Venture Exchange (the "TSXV") and the listing of the common shares of Fieldex on the Canadian Securities Exchange (the "CSE") (the "Delisting"); and (vi) authorizing an amendment to the Articles of Fieldex so as to, if deemed advisable by the Board of Directors of Fieldex, consolidate, no later than twelve months from the date of the Meeting, the issued and outstanding common shares of Fieldex on the basis of one common share for a maximum of every ten (10) common shares issued and outstanding (the "Share Consolidation"), the whole as outlined in Fieldex's management information circular dated July 4, 2019.
The resolution approving the Delisting, was also approved by a majority of the minority shareholders of Fieldex. The Board of Directors of Fieldex will decide when the Change of Name, the Change of Registered Office, the Delisting and the Share Consolidation will take place when appropriate. When the Board of Directors decides to move forward with the proposed transaction with Copeland Biosciences Corp. (see Fieldex's press release dated May 27, 2019) (the "Proposed Transaction") Fieldex will obtain the prior approval of the TSXV as well as the approval of all applicable regulatory authorities and will issue a press release announcing the date on which the Proposed Transaction, will become effective, including the Change of Name, the Change of Registered Office, the Delisting and the Share Consolidation.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: (i) closing conditions customary to transactions of the nature of the Proposed Transaction; (ii) receipt of regulatory approvals; (iii) listing on the CSE; (iv) the completion of a minimum private placement of 6,666,666 subscription receipts at a price of $0.30 per subscription receipt by Copeland Biosciences Corp. (the "Private Placement"); and (vi) other actions necessary to complete the Proposed Transaction. There can be no assurance that the Proposed Transaction, the Private Placement, the Change of Name, the Change of Registered Office, the Share Consolidation or the Delisting will be completed as proposed or at all.
Fieldex is a mineral resource company actively exploring in Québec. As of the date hereof, Fieldex has 15,668,023 common shares issued and outstanding.
Notice on Forward-looking Statements
This news release contains statements that may constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of Fieldex, Resulting Issuer and their respective businesses, or the assumptions underlying any of the foregoing. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction, Change of Name, Change of Registered Office, Share Consolidation, Private Placement, delisting from the TSXV or listing on the CSE, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding investments in an early stage cannabis pharma, the Resulting Issuer's management's ability to manage and to operate its business, and the equity markets generally. Forward-looking information is based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the control of Fieldex and Copeland Biosciences. These risks, uncertainties and assumptions include, but are not limited to, those described under "Financial Risk Management Objectives and Policies" and "Risks and Uncertainties" in Fieldex's Annual Report for the fiscal year ended December 31, 2018, a copy of which is available on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking statements. Fieldex, Copeland Biosciences and the Resulting Issuer do not intend, nor do they undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.
Completion of the transaction described in this news release is subject to a number of conditions, including TSX Venture Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. 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 Proposed Transaction, Share Consolidation, Change of Name, Change of Registered Office or Private Placement may not be accurate or complete and should not be relied upon. Trading in the securities of Fieldex should be considered highly speculative.
Neither the TSX Venture Exchange nor the CSE has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither 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 FIELDEX EXPLORATION INC.
For further information: Martin Dallaire, eng, President & Chief Executive Officer, Tel.: (819) 762-0609, Fax: (819) 762-0097, [email protected]