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VANCOUVER, Aug. 20, 2018 /CNW/ - Theia Resources Ltd. (THH:TSXV) (the "Company" or "Theia") is pleased to announce that the shareholders of the Company approved all of the resolutions set out in the Company's management information circular dated July 13, 2018 (the "Circular") at the Annual and Special Meeting of shareholders of the Company held on August 17, 2018. These resolutions included the approval of the consolidation of the Company's common shares on a ten (10) to one (1) basis (the "Consolidation"), the change of the name of the Company to "Flower One Holdings Inc." and the voluntary delisting of the Company's common shares from the TSX Venture Exchange (the "TSXV") concurrently with the listing of the post-Consolidation common shares on the Canadian Securities Exchange (the "CSE"), all as more particularly described in the Circular and in Theia's news release dated July 9, 2018 announcing the Company's proposed acquisition of CNX Holdings Inc. (the "Proposed Transaction").
Now that shareholder approval of the Resolutions has been obtained, Theia is working towards closing the Proposed Transaction. The closing of the Proposed Transaction remains subject to various conditions, including the approval of the TSXV to delist the Company's common shares from the TSXV and the approval of the CSE, subject to the CSE's usual conditions, for the listing on the CSE of the Company's common shares existing at time of the Proposed Transaction, issuable pursuant to the Proposed Transaction and upon the exercise of any Theia options convertible or exercisable into the Company's common shares.
ON BEHALF OF THE BOARD
Chief Financial Officer
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.
This news release may contain forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur, and include, without limitation, statements regarding the Company's current plans. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the Proposed Transaction contemplated herein is completed. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of Theia and CNX Holdings Inc. to satisfy the requirements of the TSXV and the CSE with respect to the Proposed Transaction. The cautionary statements qualify all forward-looking statements attributable to Theia and CNX and persons acting on their behalves. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward- looking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States unless pursuant to an exemption therefrom. This press release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Theia or CNX in any jurisdiction.
SOURCE Theia Resources Ltd.
For further information: Theia Resources Ltd., please contact Raj Kang, Telephone: (604) 601-5650, Email: [email protected]; CNX Holdings Inc., please contact Investor Relations, Email: [email protected]