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Mineral Hill Announces the Execution of a Binding LOI for the Acquisition of a “REIT” Company

Vlad Poptamas

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Mineral Hill Industries Ltd. (“MHI” or “Company”), trading on the TSX Venture Exchange (“TSXV”) under the trading Symbol “MHI”, on the Deutsche Boerse, Frankfurt under the trading Symbol “N8Z1 wishes to announce that in reference to its News Release dated September 5, 2019, it has executed a binding Letter of Intent (“LOI”) on September 30, 2019 with a privately held “REIT” company (“Target-REIT”) incorporated under the laws of the state of Florida, USA. As previously announced, Target-REIT leases its real estate tracts and properties which it assembled over the past five years and leased to RV-parks, agriculture cultivation centers and Cannabis dispensaries in Florida and Colorado.

After recent management meetings in Florida, the parties confirmed the terms of the previously non-binding LOI and manifested the basic terms for a Definitive Acquisition Agreement (“DA-Agr”) with this binding LOI. The parties have scheduled its next meetings in Colorado during the first half of October in order to continue its due diligence on Target-REIT’s real estate tracts and properties which are to be included in MHI’s proposed acquisition in preparation for the DA-Agr. The total value of Target-REIT’s assets (“Assets- REIT”) being subject to the acquisition is deemed to be CAD$ 24,467,766 (“Deemed-Value”) derived from the projected average value of the Assets-REIT for the next three years of operation, minus the presently outstanding debt and/or mortgages against the Assets-REIT. The deemed values are conditional upon the confirmation by an independent valuation and/or Target-REIT’s audited financial statements and, if necessary, will be adjusted in the DA-Agr.

All shareholders, direct and/or indirect beneficiaries of Target-REIT including its directors and officers are Arm’s Lengths to the Company as defined under the TSXV Policy 1.1. Under the terms of the binding LOI, the parties agree that subsequent to the confirmation of the Deemed-Value and the approval of the transaction by the TSXV, the Company will issue 48,934,766 common shares at a deemed value of CAD$ 0.50 per share (the “Consideration-Shares”) to Target-REIT’s shareholders as consideration for the acquisition and that prior to the issuance of the Consideration-Shares, Target-REIT will have arranged an initial Private Placement funding (“PP1”) for up to CAD$1.5 million whereby PP1 will consist securities units (“PP1-Units) with one common share and one full share purchase warrant at CAD$0.20 per PP1-Unit and its proceeds will be dedicated as general working capital, reflected in the to be completed consolidated pro-forma financial statements, being part of the approval submission to the TSXV. There will be no finder’s fees in respect to the transaction and the proposed PP1 funding.

The LOI provides that MHI will issue Series “2” and Series”3″ of its Class “A” convertible preference shares (“Pref-A2 Shares and “Pref-A3 Shares”) whereby:

(a)

the Pref-A2 Shares will be issued at a deemed value of CAD$1.25 to present mortgage holders and lenders in order to minimize the risk for present and future investors and to satisfy and eliminate certain debt and mortgages or part thereof in the amount of up to CAD$ 1.5 million, which are presently outstanding against some of Target-REIT’s assets. The Pref-A2 Shares will be issued at a deemed value of CAD$1.25 per share, are convertible into common shares of MHI as Resulting Issuer at a ratio of 1:1 (one Pref-A2 Share for one common share of the Resulting Issuer) at any time at the option of the Pref-A2 Shares holder, will be non-voting, but will be interest bearing at an annual rate of 8%. As of date of this News Release, there are no agreements with the present mortgage holders or lenders regarding the settlement of debt; and

(b)

the Pref-A3 Shares will be issued at a deemed value of CAD$1.50 to the present shareholders of Target-REIT in order to recognize the projected higher value in the amount of CAD$ 6,246,988 of Target-REIT’s assets after the third year of operations compared to the deemed value used for the issuance of the Consideration-Shares. Under the terms of the LOI and the above assumptions, the number of Pref-A3 Shares to be issued will be 4,164,659 non-voting and non-interest bearing Pref-A3 Shares which can only be convertible into common shares of the Resulting Issuer at a conversion ratio of 1:1 (one Pref-A3 Share for one common share of the Resulting Issuer), when the projected three-year value of CAN$ 30,549,533.00 for the acquired assets has been achieved on the third anniversary of the in the LOI defined effective date of the transaction and confirmed by the audited financial statements of the Resulting Issuer.

Under the terms of the binding LOI, Target-REIT also agreed to obtain commitments for an additional “PP2” funding of up to CAD$ 6.0 Million to be earmarked towards further acquisitions. At this point, it is assumed that PP2 will be an equity issue with a share or unit price to be determined by the prevailing share price of the Company’s common shares quoted on the TSXV subsequent to the approval of the proposed transaction. The proposed transaction will be considered a Reversed Takeover (“RTO”) and a change of the Company’s business direction with the future controlling shareholders of the Resulting Issuer being citizens of the USA. In addition, the Company will apply to be listed as a “Real Estate” or “Investment” issuer and intends to make an application for a waiver from sponsorship requirements.

Subsequent to the execution of the DA-Agr and after a comprehensive news release and satisfactory Filing Statement has been filed, the Company plans to obtain the approval for the transaction from shareholders holding more than 51% of its outstanding shares for the submission to the TSXV of the transaction approval. The names and backgrounds of all Persons who will constitute Principals or Insiders of the Resulting Issuer and, if any of such Persons is a Company, the full name and jurisdiction of incorporation, who directly or indirectly beneficially holds a controlling interest in or who otherwise controls or directs that Company will be addressed in the announcement following the execution of the Definitive Acquisition Agreement.

“Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested 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 [insert name of Issuer] should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.”

Neither the 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.

The Company seeks Safe Harbor

 

SOURCE Mineral Hill Industries Ltd.

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SLANG Worldwide to Participate in Investor Events

Newsfile

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Toronto, Ontario–(Newsfile Corp. – August 7, 2020) – SLANG Worldwide Inc. (CSE: SLNG), (“SLANG” or the “Company“), a leading global cannabis consumer packaged goods (CPG) company with a diversified portfolio of popular brands, today announced its participation in upcoming investor conferences.

August 12: Canaccord Genuity 40th Annual Growth Conference

SLANG CEO Chris Driessen will present at 10:00am EDT and be available for investor meetings, along with other members of the executive team.

August 18: Benzinga Virtual Cannabis Capital Conference

SLANG CEO Chris Driessen will participate in a fireside chat at 1:05pm EDT titled “Adaptability in Business – When and Where to Apply Capital or Pull it Back.”

Mr. Driessen has also joined the Benzinga Cannabis Advisory Council, comprised of thought leaders from different segments in the industry who come together to share their knowledge, connections and expertise with the Benzinga community.

The Company will post details of these and other events on its website, including links to any available webcasts, when they become available. Investors who wish to receive SLANG news releases, monthly newsletters and other information are encouraged to subscribe to the Company’s investor email list though its website.

Media and Investor inquiries

Investors@SLANGww.com

About SLANG Worldwide Inc.

SLANG Worldwide Inc. is a global leader in the cannabis CPG sector with a diversified portfolio of popular brands distributed across the United States. The Company specializes in acquiring and developing market-proven regional brands as well as launching innovative new brands to seize global market opportunities. SLANG is listed on the Canadian Securities Exchange under the ticker symbol SLNG. For more information, please visit www.slangww.com.

Forward-Looking Statements

This news release contains statements that constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management of SLANG at this time, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that could cause actual results to differ materially from those expressed or implied in such statements. Investors are cautioned not to put undue reliance on forward-looking statements. Applicable risks and uncertainties include, but are not limited to regulatory risks, risks related to the COVID-19 global pandemic, changes in laws, resolutions and guidelines, market risks, concentration risks, operating history, competition, the risks associated with international and foreign operations and the other risks identified under the headings “Risk Factors” in SLANG’s final long form prospectus dated January 17, 2019 and “Risks and Uncertainties” in the management discussion and analysis for the year ended December 31, 2019 and three months ended March 31, 2020, each as filed on SEDAR at www.sedar.com. SLANG is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/61312

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PAOG CEO Interview: Cannabis Pharmaceutical Development; Acquired Revenue; Updated Financials; Why PPS Is Undervalued and Timing of Anticipated Correction

Newsfile

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Sandusky, Ohio–(Newsfile Corp. – August 7, 2020) – PAO Group, Inc. (OTC Pink: PAOG) today announced an interview of CEO James C. DiPrima on MoneyTV with Donald Baillargeon. The interview is available on the MoneyTV website discussing new cannabis pharmaceutical developments, a recently acquired revenue stream, upcoming financial reports bringing the company current with OTC Markets and discussing why the current price per share (PPS) of PAOG is undervalued and what event is anticipated to correct the valuation . Mr. DiPrima also appeared on MoneyTV last week following PAOG’s acquisition of two medical cannabis companies.

PAOG New Logo

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Interview Highlights:

Mr. DiPrima discusses PAOG’s partnership with a Contract Research Organization (CRO) and a formal agreement in the works to advance an Investigational New Drug Application (IND) to ultimately achieve Food and Drug Administration (FDA) approval for RespRx (one of the two acquisitions executed by PAOG last week) as a COPD treatment.

Based on positive results from an informal trial of RexpRx with 25 COVID-19 patients, PAOG also plans to make Coronavirus Treatment Acceleration Program (CTAP) application after entering into a CRO agreement.

The COPD treatment, RespRx, is derived from a patented cannabis extraction method – U.S. Patent No. 9,199,960 entitled, “METHOD AND APPARATUS FOR PROCESSING HERBACEOUS PLANT MATERIALS INCLUDING THE CANNABIS PLANT.”

Mr. DiPrima confirms a recently published new PAOG website and the coming publication of PAOG’s financial reports. He further confirms the company now has a revenue base with the acquisition of a cannabis cultivation operation from Puration, Inc. (PURA). Mr. DiPrima concludes the interview with a discussion of why he believes the PPS is undervalued and that he anticipates a PPS correction when the PAOG financials are published.

MoneyTV with Donald Baillargeon is the internationally syndicated television program all about money and what makes it happen, featuring informative interviews with company CEOs and executives, providing insights into their operations and outlooks for their futures. MoneyTV is seen in over 200 million TV households in more than 75 countries.

The MoneyTV Interview is available at www.moneytv.net and will be syndicated across multiple channels and platforms.

www.paogroupinc.com

Forward-Looking Statements: Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Technical complications, which may arise, could prevent the prompt implementation of any strategically significant plan(s) outlined above. The Company undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.

CONTACT INFORMATION

Contact Us:
Jim DiPrima
888-272-6472
info@pao.group

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/61293

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PURA Announces Dividend Declaration Date and Anticipated Date of Record

Newsfile

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Dallas, Texas–(Newsfile Corp. – August 7, 2020) – Puration, Inc. (OTC Pink: PURA) today announced plans for a formal declaration of a dividend distribution this coming Monday, August 10, 2020. The dividend declaration is expected to be announced the following day, on Tuesday, August 11, 2020. The plan is for the dividend distribution date of record, or the day on which a shareholder must own stock to be eligible for the dividend to promptly follow the declaration date. The declaration date is subject to regulatory approval and the specific date will be released accordingly. The plan is also to pay the dividend promptly. The payment execution is subject to the payment process which involves the transfer agent(s) for the distributed stock and the broker network.

The planned dividend distribution to PURA shareholders results from the recent sale of PURA’s cannabis cultivation operation to PAO Group, Inc. (OTC Pink: PAOG).

The cannabis cultivation operation was sold last week in exchange for PAOG common stock. The stock is slated to be distributed to PURA shareholders in a dividend distribution. The planned distribution ratio is 1 for 1. Accordingly, PURA shareholders will receive one share of PAOG stock in exchange for every PURA share held.

For more information on Puration, visit http://www.purationinc.com

Disclaimer/Safe Harbor:

This news release contains forward-looking statements within the meaning of the Securities Litigation Reform Act. The statements reflect the Company’s current views with respect to future events that involve risks and uncertainties. Among others, these risks include the expectation that any of the companies mentioned herein will achieve significant sales, the failure to meet schedule or performance requirements of the companies’ contracts, the companies’ liquidity position, the companies’ ability to obtain new contracts, the emergence of competitors with greater financial resources and the impact of competitive pricing. In the light of these uncertainties, the forward-looking events referred to in this release might not occur. These statements have not been evaluated by the Food and Drug Administration. These products are not intended to diagnose, treat, cure, or prevent any disease.

Contact:
Puration, Inc.
Brian Shibley,
info@aciconglomerated.com
(800) 861-1350

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/61295

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