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TORONTO, Sept. 30, 2014 /CNW/ - Mettrum Health Corp. (the "Company"), formerly Cinaport Acquisition Corp. (CPQ.H: TSX-V), a Capital Pool Company listed on the NEX board of the TSX Venture Exchange (the "Exchange"), is pleased to announce that it has closed its qualifying transaction (the "Transaction") with Mettrum Ltd. ("Mettrum"), a licensed producer under the Marihuana for Medical Purposes Regulations (the "MMPR"), pursuant to which the shareholders of Mettrum completed a reverse takeover of the Company.
As a part of the Transaction, the Company changed its name from "Cinaport Acquisition Corp." to "Mettrum Health Corp." and consolidated its common shares on a 14.5625 to 1 basis. Following these changes, Mettrum amalgamated with 2434265 Ontario Inc., a wholly-owned subsidiary of the Company formed solely for the purpose of facilitating the Transaction. Pursuant to the amalgamation, the shareholders of Mettrum received one common share of the Company for each common share of Mettrum registered in the names of such shareholders. Holders of Mettrum's options and warrants outstanding at the time of closing of the Transaction also received equivalent instruments of the Company exercisable for or convertible into the Company's common shares. Similarly, non-transferable broker warrants previously issued to the Agents (defined below) in connection with the Private Placement (defined below) became exercisable for a corresponding number of the Company's common shares. Following closing of the Transaction, the Company has 33,675,077 common shares issued and outstanding. In addition, an aggregate 15,984,523 common shares of the Company have been reserved for options, warrants and broker warrants outstanding upon completion of the Transaction.
In connection with the Transaction, Mettrum and the Company have satisfied the escrow release conditions of Mettrum's private placement previously announced on July 29, 2014 (the "Private Placement"). The Private Placement, which raised gross proceeds of $34.5 million was completed by a syndicate of agents led by Cormark Securities Inc. and including GMP Securities L.P., Paradigm Capital Inc. and Jacob Securities Inc. (collectively, the "Agents"). The escrowed funds, net of the cash commission payable to the agents, has been released to and as directed by the Company.
Following closing of the Transaction, the incumbent directors and officers of the Company tendered their resignations and the board of directors of the Company is now comprised of the following individuals: Michael Haines, Trevor Fencott, Donald Wright, William Assisni, Norman Inkster and Dr. Joshua Tepper. In addition, Michael Haines has been appointed as the Chief Executive Officer, Peter Kampian has been appointed as the Chief Financial Officer and Trevor Fencott has been appointed as the Chief Legal Officer and Secretary of the Company. As contemplated in the Company's filing statement dated September 17, 2014 which has been filed on www.sedar.com, as partial remuneration for their services, 25,000 options have been granted pursuant to the terms of the Company's stock option plan to each of the four independent directors of the Company, exercisable at $2.50 per share, being the price per subscription receipt issued in the Private Placement, for a term of five years from the date of issue.
Effective upon the closing of the Transaction, as a result of the reverse takeover of the Company by the shareholders of Mettrum and to align the financial years of the Company to that of Mettrum, the financial year of the Company has been changed from February 28 of each year to March 31 of each year. Furthermore, effective upon the closing of the Transaction, the current auditors of Mettrum, Deloitte LLP has been appointed the auditor of the Company and MNP LLP has ceased to be the auditor of the Company. To the Company's knowledge, there were no "reportable events" as defined in section 4.11 of the National Instrument 51-102 Continuous Disclosure Obligations.
The Advance Notice Bylaws previously announced by the Company in its press release dated September 19, 2014, after receiving the requisite shareholders' approval on September 17, 2014, has received approval by the new board of directors of the Company at the time of closing, and will come into effect upon the Company's receipt of the final exchange bulletin from the Exchange granting final acceptance of the Transaction, which is expected to be on or around Thursday, October 2, 2014.
The Company received conditional approval for the Transaction from the Exchange on September 19, 2014 and has delivered all documentation to the Exchange required to satisfy its listing conditions. Upon issuance of the final exchange bulletin of the Exchange providing final acceptance of the Transaction, the Company will cease to be a Capital Pool Company and will recommence trading as a Tier 1 Industry Issuer on the Exchange. Trading in the common shares of the Company on the Exchange is expected to resume at open of markets on or around Thursday, October 2, 2014 under the symbol "MT".
For further information relating to the Company, Mettrum and the Transaction, please refer to the Filing Statement.
About Mettrum Health Corp.
Mettrum Health Corp. is a Capital Pool Company listed on the NEX board of the Exchange. Upon issuance of the final exchange bulletin of the Exchange providing final acceptance to the Transaction, the Company will become a Tier 1 Industry Issuer on the Exchange. Mettrum Ltd., the wholly owned subsidiary of the Company, is a Toronto-based company incorporated under the laws of the Province of Ontario and a licensed producer under the MMPR, which came into effect on October 1, 2013. Mettrum received its license from Health Canada on November 1, 2013 and began production of medical cannabis on the same date. Mettrum was the third company in Canada to receive a license under the MMPR. From its fully integrated medical grade facility located in Bowmanville, Ontario, Mettrum commenced sales of medical cannabis under the MMPR in January 2014.
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 Qualifying Transaction; the terms and conditions of the proposed Private Placement; use of funds; and the business and operations of the Resulting Issuer after completion of the proposed Qualifying 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 results of operations. 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. The Company and Mettrum 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.
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 Press release.
SOURCE: Mettrum Health Corp.