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VANCOUVER, June 4, 2019 /CNW/ - RMR Science Technologies Inc. ("RMR" or the "Corporation") (TSXV: RMS.P) is pleased to announce it received conditional approval from the TSX Venture Exchange (the "TSXV") for its previously announced Qualifying Transaction ("QT") with cannÖgen Biosciences Inc. ("cannÖgen"). RMR is also pleased to announce it entered into a definitive agreement dated May 30, 2019 (the "Definitive Agreement") with cannÖgen and the holders ("cannÖgen Shareholders") of cannÖgen common shares ("cannÖgen Shares") in respect of the QT.
Pursuant to the Definitive Agreement, RMR will acquire all of the outstanding cannÖgen Shares from the cannÖgen Shareholders in exchange for issuing an aggregate of 7,500,000 Class A common shares in the capital of RMR ("RMR Shares") to the cannÖgen Shareholders on the basis of one RMR Share for every one cannÖgen Share. The Definitive Agreement contains such covenants, conditions and indemnities as are customary in a transaction of this nature and having regard to the business or RMR and cannÖgen including, without limitation, receipt of all applicable regulatory approvals and completion of RMR's previously announced private placement (the "Private Placement").
For further information regarding the QT and the Private Placement, please refer to the filing statement of RMR and cannÖgen dated May 30, 2019 (the "Filing Statement"), a copy of which is available on RMR's profile at www.sedar.com. Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the QT may not be accurate or complete and should not be relied upon. Trading in the securities of RMR or cannÖgen should be considered highly speculative.
Forward-Looking Information Cautionary Statement
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or the Corporation's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, the Corporation's expectations regarding the QT and the Private Placement constitute forward-looking information. Forward-looking information is reflects management's current beliefs and is based on information currently available to RMR and cannÖgen and on assumptions RMR and cannÖgen believe are reasonable. These assumptions include, but are not limited to: receipt of all regulatory approvals, marketplace acceptance of the Private Placement, the ability to RMR and cannÖgen to complete the Private Placement and the QT in a timely manner and as currently contemplated. Forward-looking information is subject to know and unknown risks, uncertainties and other factors that may cause actual to be materially different from those contemplated by forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. The statement made in this press release are made as of the date hereof. RMR and cannÖgen each disclaim any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
SOURCE RMR Science Technologies Inc.
For further information: RMR Science Technologies Inc.: Robin Hutchison - Chief Executive Officer, President and Director, Phone: (604) 644-1232