VANCOUVER / TheNewswire / November 14, 2018 – Leis Industries Limited (NEX:LES.H) (“Leis” or the “Company”) is pleased to announce that it has entered into a binding share purchase agreement dated October 31, 2018 to acquire (the “Change of Business”) 100% of the outstanding common shares of Sechelt Organic Marijuana Inc. (“SOM”) from Veritas Pharma Inc. (“Veritas”). In connection with the Change of Business, Leis intends to apply to list its common shares on the Canadian Securities Exchange (the “CSE”) and delist from the NEX board of the TSX Venture Exchange (the “TSX-V”).
Trading in Leis’ shares will remain halted pending review and approval by the CSE and closing of the Change of Business.
The Company is also pleased to announce the appointment of John LaGourgue to the Company’s board of directors. Mr. LaGourgue has over 20 years of management, sales, financial and investment experience in public and private companies. John has served in senior management and directors’ roles for public companies since 2009. As an independent director, Mr. LaGourgue will help guide the Company’s capital markets strategies and corporate communications.
The Company also announces the resignation from the board of Yari Nieken. The Company thanks Mr. Nieken for his contribution and wishes him the best in his future endeavours.
In addition, Scott Kelly has been appointed as the Company’s Chief Financial Officer and Corporate Secretary. Mr. Kelly has over 15 years’ experience managing public and private companies, having acted as Chief Financial Officer and Corporate Secretary for several growth orientated companies during this time.
Under the terms of the share purchase agreement, Leis will acquire all of the issued and outstanding SOM shares for an aggregate purchase price of $350,000. Leis will advance $180,000 to Veritas on signing and the remaining $170,000 will be paid in shares and released upon the receipt by SOM of an occupancy permit post-construction.
The completion of the SOM acquisition is subject to several conditions, including:
Receipt of regulatory approval, including a change of Leis’ business;
Compliance by the parties to the share purchase agreement with all covenants and agreements in such agreement; and
Other conditions precedent set forth in the share purchase agreement.
The SOM acquisition is not a related party transaction within the meaning of TSX-V Policy 5.9, which incorporates Multilateral Instrument 61-101, so a valuation and shareholder approval are not required.
There will be no finder’s fees payable in relation to the SOM acquisition.
Intention to Delist from TSX-V and Seek Listing on the CSE
In connection with the Change of Business and subject to consent of a majority of shareholders of the Company, the Company will apply to list its common shares on the CSE, which application is subject to the Company meeting the CSE’s listing requirements. There is no assurance that the CSE will provide conditional or final approval of the Company’s application to list its common shares on the CSE. The Company will concurrently apply to delist its common shares from the TSX-V, subject to TSX-V acceptance.
Further details regarding the Change of Business will be outlined in the disclosure document to be submitted by the Company to the CSE and filed on SEDAR. The Change of Business and CSE listing is contingent on receipt of shareholder consent.
Non-Brokered Private Placement
Leis intends to complete a non-brokered private placement for gross proceeds of up to $500,000 (the “Financing”) consisting of the sale of up to 1,666,666 units at a price of $0.60 per unit. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the warrant holder to purchase one common share of Leis for a period of two years at a price of $1.25 per share. The proceeds from the Financing will be used primarily to further advance the development of Leis’ new business. A finders’ fee in cash and securities may be payable with respect the Financing.
The Financing is subject to acceptance for filing by the TSX-V.
Proposed Directors and Officers
Following completion of the Change of Business, the Company’s board of directors will consist of Michael Konnert, John LaGourgue and Leonard Jaroszuk. The executive management team will consist of Michael Konnert, CEO, Scott Kelly, CFO and Corporate Secretary.
About Sechelt Organic Marijuana
SOM has an application pending with Health Canada for an Access to Cannabis for Medical Purposes Regulations license for the cultivation/production and processing of 4,500 kilograms per year of marijuana. In February 2017, SOM received notification that it is in the final review stage of the application. SOM has acquired 0.73 acres of fenced, geotech industrial property in an approved jurisdiction to build a two-storey facility totaling 20,000 square feet in Sechelt, British Columbia. The plans for this facility include 6,800 square feet of budding rooms, 3,000 square feet of cloning rooms, as well as a small testing lab and secure storage room. The building will contain a Level 9 safe, which will provide ample room for increased production capacity. The building and the security requirements have been designed and implemented in compliance with Canadian federal government requirements. The Company will seek to complete construction within six months of receiving building permit approval.
Financial information for SOM will be provided in the disclosure documents of Leis to be prepared in connection with the Change of Business.
ON BEHALF OF THE BOARD
Michael KonnertPresident and CEO1030 West Georgia Street, Unit 907
Vancouver, BC V6Y 2E3
Tel: (604) 838-4327Email: firstname.lastname@example.org
Completion of the SOM acquisition is subject to a number of conditions, including CSE acceptance. There can be no assurance that the SOM acquisition will be completed as proposed or at all. Investors are cautioned that any information released or received with respect to the change of business may not be accurate or complete and should not be relied upon. Trading in the securities of Leis should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the proposed SOM acquisition and has neither approved nor disapproved the contents of this press release.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements:
Statements contained in this news release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of Leis. Such statements can generally, but not always, be identified by words such as “expects”, “plans”, “anticipates”, “intends”, “estimates”, “forecasts”, “schedules”, “prepares”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.
Forward-looking statements and information concerning anticipated financial performance are based on management’s assumptions using information currently available. Forward-looking statements in this news release include Leis’ expectations regarding the ability to complete, and the anticipated results of, the SOM acquisition, the funds that will be available to Leis upon completion of the SOM acquisition and the proposed development and expansion of Leis’ business.
In making the forward-looking statements in this news release, Leis has applied certain factors and assumptions that are based on information currently available to Leis as well as Leis’ current beliefs and assumptions made by Leis, including that Leis will be able to complete the SOM acquisition and that a strategic plan for the near and mid-term can be determined. Although Leis considers these beliefs and assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among others, uncertainties in the development of SOM’s business, changes in the applicable regulatory regime, changes to the cryptocurrency market, and risks inherent in the development of a start-up plan business. Although Leis has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Leis does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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