/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES/
CALGARY, May 30, 2018 /CNW/ - Trusted Brand 2016 Inc. ("Trusted Brand" or the "Corporation") (TSX-V: HAH.P), is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with TheraCann International Benchmark Corporation, an arm's length private company (the "TheraCann"). TheraCann is focused in the business of developing and implementing proprietary solutions for production, quality and traceability in regulated cannabis operations.
Pursuant to the terms of the LOI, the Corporation, subject to entering into a definitive agreement (the "Transaction Agreement"), has agreed to combine with TheraCann by way of share exchange, merger, amalgamation, arrangement, or other similar form of transaction (the "Transaction").
The Transaction is an arm's length transaction and, when completed, may be considered to be the Qualifying Transaction for the purposes of the TSX Venture Exchange Inc. (the "Exchange"). The Corporation has requested its common shares ("Shares") to be halted by the Exchange pending review of the materials for the Transaction.
Trading in the Share of the Corporation are expected to remain halted until the closing of the transaction.
This is an initial press release. The Corporation intends to issue a further press release once it has entered into the Transaction Agreement to provide, among other things, the selected financial information related to the private corporation and the Transaction.
Subject to satisfaction or waiver of the conditions precedent referred to herein, the Corporation anticipates that the proposed transaction will be completed prior to September 14, 2018.
Trusted Brand, a capital pool company within the meanings of the policies of the Exchange, does not have any operations and has no assets other than cash. Trusted Brand's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.
Founded in 2004, TheraCann International Benchmark Corporation offers a one-stop, full-service solution for the international cannabis marketplace. TheraCann provides business, systems and industry experts who apply advanced technology to help clients design, build and run their cannabis businesses. With the successful launch of groundbreaking Enterprise Resource Planning (ERP) software, Aeroponic cultivation systems and patented genetic tracking and diversion prevention systems, TheraCann provides cannabis-related businesses with solutions to fit their regulatory requirements.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, 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 Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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 future business and operations of Trusted Brand. 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; and the delay or failure to receive applicable Board, shareholder or regulatory approvals. 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. These forward-looking statements are made as of the date hereof and Trusted Brand disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.
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.
SOURCE Trusted Brand 2016 Inc.
For further information: Trusted Brands 2016 Inc., Ted Geier, Chief Executive Officer, Telephone: (403) 252-3616