TSX Venture Exchange: RBE
VANCOUVER, Dec. 8, 2016 /CNW/ - RockBridge Resources Inc. ("RockBridge" or the "Company" – TSXV symbol: RBE) is pleased to announce that it has signed a letter of intent (the "Letter of Intent") with 1016677 B.C. Ltd. ("677") whereby RockBridge and 677 propose to amalgamate to form a new reporting issuer ("Amalco") on the proposed terms and conditions of the Letter of Intent (the "Transaction").
It is intended that an application be made to list the common shares of Amlaco on the Canadian Securities Exchange ("CSE") and to delist RockBridge's common shares from the TSX Venture Exchange ("TSXV") just prior to closing the Transaction.
677, a Vancouver, BC company, holds an option to acquire all the shares of Biologic Medicinal Solutions Corp. ("BMS") of Cache Creek, BC. BMS has applied to become a Licensed Producer of medicinal cannabis under the Marihuana for Medical Purposes Regulations ("MMPR") in Canada, which regulations have now been replaced with the Access to Cannabis for Medicinal Purposes Regulations ("ACMPR"). Health Canada has advised BMS that it currently is in the enhanced screening stage of the approval process.
The BMS application to become a Licensed Producer is for a facility to be built out on a 40 acre property in Cache Creek. 677 has a signed lease and an option to purchase the 40 acre property with the property owner. In order to exercise the option for the shares of BMS, 677 is to provide BMS $100,000 within 6 months of completing the Transaction and a further $100,000 nine months later.
Under the Letter of Intent, RockBridge and 677 propose to enter into an amalgamation agreement (the "Formal Agreement") whereby they will amalgamate to form Amalco as a new reporting issuer. The shares of 677, of which 21,000,000 are outstanding, are to be exchanged on the basis of one 677 share for 1.2 Amalco shares, and the shares of RockBridge, of which 15,993,414 are outstanding, are to be exchanged on the basis of 2.5 RockBridge shares for one Amlaco share. As a result, the 677 shareholders will hold 25,200,000 Amalco shares and the RockBridge shareholders will hold 6,397,365 Amalco shares (an effective 2.5 for 1 consolidation for the RockBridge shareholders.)
On closing of the Transaction, Amalco plans to change its name to a name to be determined and the Amalco shares will be listed on the CSE under a new trading symbol. RockBridge and 677 are now beginning negotiations with a view to settling and signing the Formal Agreement in the next several weeks, which Formal Agreement will set out in full the terms of the Transaction. The Formal Agreement will incorporate the terms of the Letter of Intent together with such additional representations, warranties, covenants, terms and conditions respecting the Transaction and all related matters as are usual and customary in transactions of a similar size and character.
The Transaction will be subject to the conditions precedent that will be set out in the Formal Agreement, including: (i) RockBridge obtaining TSXV approval to delist its shares; (ii) approval of the Transaction by shareholders of RockBridge, at a special meeting to be held, and by the shareholders of 677; (iii) approval by the CSE of the Transaction and the listing of the Amalco shares; and (iv) completion of a financing of 2,000,000 shares of Amalco at $0,10 each, yielding $200,000.
Upon completion of the Transaction, it is anticipated that the board of directors of Amalco will comprise of up to five individuals, including William Spratt of Vancouver BC, the current CEO of 677 and the intended CEO of Amalco.
On signing of the Formal Agreement, RockBridge will issue a further news release to provide more information on the Transaction and the proposed directors and officers of Amalco.
ROCKBRIDGE RESOURCES INC.
Steve Mathiesen, President & CEO
This news release may include statements about expected further events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. RockBridge cautions that actual performance will be affected by a number of factors, many of which are beyond its control. Future events and results may vary substantially from what RockBridge currently foresees. Discussion on the various factors that may affect future results is contained in RockBridge' s recent filings, available on SEDAR.
Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE RockBridge Resources Inc.
For further information: on RockBridge, please email [email protected] or call 604-687-4719.