Inform Exploration Corp.: Agreement to Acquire OrganiGram Inc. -
Licensed Medical Marihuana Producer
VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 15, 2014) -
Inform Exploration Corp. (TSX-VENTURE:IX) ("Inform" or the
"Company") is pleased to announce that it has entered into an
interim agreement effective May 14, 2014 to acquire (the
"Acquisition") all of the issued and outstanding securities of
OrganiGram Inc. ("OGI"), an arms'-length private New Brunswick
licensed producer of medical marihuana.
The Acquisition is expected to be structured as a Reverse
Takeover ("RTO") under the rules and policies of the TSX Venture
Exchange. The shareholders of OGI will receive common shares of the
Company (the "Inform Shares") in exchange for their common shares
of OGI (the "OGI Shares") on the basis of 34,500,000 Inform Shares
at a deemed price of $0.85 per share in exchange for 18,678,496 OGI
Shares (the "Share Exchange"). The interim agreement has been
entered into shareholders comprising 67% of the shareholders of
OGI.
In connection with the Acquisition, the Company will undertake a
brokered equity financing (the "Concurrent Financing") of common
shares for gross proceeds of not less than $3,000,000 for a total
of 3,529,411 shares. The use of proceeds of the Concurrent
Financing will be for facilities development, marketing and working
capital.
Pursuant to the interim agreement, the Company has arranged a
third party bridge loan of $1,000,000 (the "Bridge Loan") to be
used by OGI to fund the construction and development of the OGI
marihuana growing facility, including the expansion of the number
of lights and consequent growing capacity. The Bridge Loan will
bear interest at an annual rate of 8%, and will be fully repayable
by OGI to the Bridge Loan lender in the event that the Share
Exchange is not completed, and is otherwise convertible into the
Concurrent Financing. Repayment of the Bridge Loan will be secured
through a grant of a registerable, first-ranking security interest
in and to all present and after acquired personal property of OGI,
including security over revenues from its license to produce
medical marihuana.
Prior to the Share Exchange, the Company will effect a
consolidation of the Inform Shares (the "Consolidation") on an
approximately 0.8836 to 1 basis, resulting in 7,327,204 Inform
Shares being issued and outstanding on closing based on 8,292,400
Inform Shares being issued and outstanding as of the date hereof.
All outstanding options to acquire common shares of Inform will be
cancelled and replaced with new options issued upon closing the
Acquisition in amounts and with exercise prices at the discretion
of the board of directors having regard to the policies of the TSX
Venture Exchange (the "TSX-V").
After the Share Exchange and Concurrent Financing, the Company
is expected to have 45,356,615 common shares issued and outstanding
based on the current capital structure of OGI and the Company, with
current shareholders of OGI holding approximately 76% of the issued
shares post closing and the current shareholders of Inform together
with the Concurrent Financing shareholders holding approximately
24% of the issued shares. Following closing the Company will be
engaged in the licensed production of medical marihuana.
The interim agreement contemplates material conditions precedent
to be fulfilled prior to there being a binding agreement between
the Company and OGI, including customary due diligence, the
negotiation and execution of a definitive agreement and board
approvals being obtained. Until satisfaction of these and other
conditions precedent, the likelihood of closing the transaction is
uncertain and trading in the securities of the Company would be
highly speculative. Completion of the Acquisition is subject to a
number of conditions, including, but not limited to the receipt of
all necessary regulatory, corporate and third party approvals,
compliance with all applicable regulatory requirements, and the
completion of the Concurrent Financing for gross proceeds of not
less than $3,000,000. Further disclosure concerning the terms and
conditions of the Acquisition, including management, directors and
advisors will be disclosed once the conditions precedent have been
fulfilled and a definitive agreement is entered into.
Trading in the Company's shares has been halted in compliance
with the RTO policies of the TSX-V.
"This transaction is an important and exciting step in the
development of our company", said Jim Laffoley, President and
Founder of OrganiGram Inc, adding, "It will provide the company
with resources necessary to be a leading supplier of Condition
Specific, Organically grown, Medical Marijuana in Canada as well as
enabling us to extend and pursue partnerships throughout North
America and internationally that assures patients and physicians of
the quality, security and availability of our products".
Medical marihuana has been legally available to Canadians upon
the advice of a physician since 2001. Previously, medical marijuana
was only available to individuals by applying for access to Health
Canada's supplies, obtaining a personal-use production license, or
designating a third party to cultivate marihuana on their behalf
under license. With the introduction of the Marihuana for
Medical Purposes Regulations, the Government of Canada has
enabled the establishment of commercial marihuana production and
sale by licensed producers.
OGI became a licensed producer of medical marijuana on March 26,
2014. OGI carries out its principal activities producing and
selling marijuana from its facilities in Moncton, New Brunswick
pursuant to the provisions of the Marihuana for Medical
Purposes Regulations and the Controlled Drugs and
Substances Act and its regulations.
Inform was incorporated under the Business Corporations
Act (British Columbia) and is publicly traded reporting issuer
listed on the TSX-V. Inform was formerly engaged in the
acquisition, exploration and development of natural resource
properties and will cease all resource exploration activity
concurrent with the Transaction.
Inform Exploration anticipates seeking an exemption for the
sponsorship requirements of the TSX-V in connection with the
transaction, however no assurance can be given that such exemption
will be granted.
Completion of the proposed transaction is subject to a
number of conditions, including TSX-V acceptance and disinterested
shareholder approval. 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
Filing Statement to be prepared in connection with the transaction,
any information released or received with respect to the RTO may
not be accurate or complete and should not be relied upon. Trading
in securities of Inform Exploration Corp. 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 press release.
Neither 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 contains forward-looking information,
which involves known and unknown risks, uncertainties and other
factors that may cause actual events to differ materially from
current expectation. Important factors - including the availability
of funds, the results of financing efforts, the results of
exploration activities -- that could cause actual results to differ
materially from the Company's expectations are disclosed in the
Company's documents filed from time to time on SEDAR (see
www.sedar.com). Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date of this press release. The company disclaims any intention or
obligation, except to the extent required by law, to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Inform Exploration Corp.Aaron KeayDirector(604) 323-6911Inform
Exploration Corp.David DohertyPresident604-315-1237OrganiGram
IncJim LaffoleyPresident & Founder1-855-961-9420
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