ATW Tech Announced a Partnership With Einsteinium Foundation (EMC2) for Its Cryptocurrency
Momentum Public Relations
Press Release: January 11, 2018
ATW Tech (“AtmanCo” or the “Company”) (TSX-V:ATW) is proud to announce a global partnership with the Einsteinium Foundation (EMC2) for the launch of the Einsteinium currency billing by mobile phone.
In order to diversify its payment options, Voxtel, a subsidiary of ATW Tech, plans to implement EMC2cryptocurrency in all its platforms such as mobile donations, social communities, messaging, gaming and voice services.
A 4-phase deployment plan will include the following steps:
- Einsteinium will integrate Voxtel’s payment gateway in order to buy, exchange or transfer Einsteinium coins.
- Voxtel and EMC2 will be implementing a mobile wallet, E-Wallet and voice wallet easily accessible for Voxtel users.
- Peer to peer exchange Einsteinium currency through Voxtel chat and gaming communities.
- Build a path to Einsteinium convertibility into major currencies such as Canadian dollar, US dollar and Euro.
Einsteinium cryptocurrency could provide Voxtel’s payment platform enormous autonomy from any carrier or regulator. This global partnership will be the insurance to reach wider audience and will simplify transactions between users.
« We are proud to integrate this very promising and well-known cryptocurrency to our global Unified Payment Solutions (UPS) platform which already includes voice billing, direct carrier billing, credit card and interac. This would allow us to offer turnkey payment solutions and expand our customer base » said Michel Guay, President and founder of ATW Tech.
« We at EMC2 would like to thank our community for the tremendous support and Voxtel for the opportunity to be able to benefit from its users worldwide. After a year of hard work, we are very excited about the growth this will bring to both the Einsteinium Foundation and Voxtel billing integration as well as the adoption of crypto currency as a whole », said Jonathan Lauzière, Board member and Treasurer of EMC2.
Additional information regarding the Company is available on SEDAR www.sedar.com. The TSX Venture Exchange and its Regulatory Services provider (as per meaning assigned to this term in TSX Venture Exchange’s policies) bear no liability as to the relevance or accuracy of this press release.
ABOUT EMC2
Einsteinium coin is a Bitcoin-like currency with a philanthropic objective of funding scientific research, cutting edge IT and crypto currency projects. The EMC2 coin is released by the Einsteinium Foundation. The Einsteinium Foundation (EMC2) is embarking on a truly ambitious project that will likely change how cryptocurrency (CC) is viewed outside of the CC universe. Similar to the Bitcoin, Einsteinium is a distributed peer-2-peer digital currency released without any premium. EMC2 implements the primary innovation of wormhole mechanics to reward long term miners. Each wormhole event occurs randomly during each epoch and is 180 blocks long, with a reward of 2970 EMC2 per block.
ABOUT ATW TECH
ATW Tech (‘AtmanCo’) (TSX-V:ATW) is a leader in information technology, owner of several web platforms including VoxTel, Québec Rencontres, VuduMobile, Atman and Bloomed. VoxTel offers various interactive landline and mobile carrier billing phone solutions. Quebec Rencontres is a web and mobile social network application catered to building serious and sustainable relationships. VuduMobile is specialized the text messaging business for enterprises through its unique, user-friendly and bilingual test messaging application et turnkey solution allowing management of text message management programs in all kind of businesses. Atman and its APIs enable companies to optimize their human capital. Bloomed is a cloud-based platform to manage data (smart data) on consumers and their behaviors, which is developed for marketing agencies and their campaigns for the consumer and corporate markets.
SOURCE:
ATW TECH (AtmanCo) Michel Guay Founder, president and CEO Tel.: 514.935.5959 ext. 301 mguay@atwtech.com www.atwtech.com |
Simon Bédard, CA, CPA, CFA, MBA CFO Tel. : 514.935.5959 ext. 304 sbedard@atwtech.com |
- Published in Atmanco
Relevium Signs JV for E-Commerce AI With Blockchain Technology Integration, Proposes Initial Coin Offering
Momentum Public Relations
Press Release: 2018-01-11
Relevium Technologies Inc. (TSX VENTURE:RLV)(FRANKFURT:6BX) (the “Company” or “Relevium”), is pleased to announce the signing of a joint venture agreement (“JV”) with Quantomic LLC (the “Parties”) for Tagspire, a virtual retail and visual commerce platform.
Highlights
- Tagspire uses AI and Machine Learning to auto-tag products to retailers in photos and videos
- Product database of over 35 million and growing
- Tagspire is fully operational on iOS and Android
- JV consummated on a proposed Initial Coin Offering (ICO) or equity financing of USD 20MM+
- Relevium will integrate the platform to the blockchain as a network utility token
Note to reader: There are multiple hyperlinks in this news release. If the reader cannot see the hyperlinks, please consult http://releviumtechnologies.com/press-releases/ where a version of the release with hyperlinks is available.
Aurelio Useche, CEO of Relevium Technologies stated: “Initially announced on September 7, 2017, Relevium has been looking at how to integrate AI and machine learning in the e-commerce space.” Mr. Useche continued: “The team quickly found out that the biggest hurdle was to have enough data in order to gain insight on consumer behaviour. Tagspire solves this issue as all user data is generated in the Tagspire ecosystem and then pushed out to platforms such as Instagram, YouTube, Facebook, Twitter, Pinterest, etc. The team at Relevium believes that the Tagspire platform is a perfect candidate for blockchain integration as a network token and an ICO.”
Karim Hijazi, President and Founder of Quantomic LLC stated: “I created Tagspire when witnessing the rise of visual platforms like Pinterest, Instagram and Snapchat; where immense amounts of time and creativity were being spent producing content. However, effective monetization of that content was still nascent.”
Mr. Hijazi went on to state: “With Tagspire, the goal was to create a truly immersive, fun and social marketplace platform that would appeal not only to entrepreneurial consumers, but also to influencers and brands alike. I believe that user-generated content leveraged appropriately and effectively will be the next big disruptor in retail; not to mention the unparalleled intelligence that could be gleaned from it.”
What is Tagspire?
Tagspire is a virtual retail and visual commerce platform, the purpose of which is to deliver high fidelity marketing intelligence to brands, harvested from user-generated content. Presently, Tagspire can be used on iOS, Android and as a WebApp and browser extension. When images are captured and pushed to social media, users earn a commission on any sales made from items/objects that are tagged in their photos or videos.
Tagspire is a sales engine inside an Instagram-like environment capitalizing on discovery and the “impulse purchase” facilitated by a familiar face. Auto-tagging functionalities are currently being deployed and the artificial intelligence engine – using Google TensorFlow – can recognize over 35,000,000 retail products ranging from apparel to electronics and cosmetics. The Tagspire technology is in constant evolution and can already auto-generate tags on static images as well as in video clips. Tagspire currently connects to such retailers as: Best Buy, Avon, Target and American Eagle. A full list of currently connect retails can be found at tagspire.com/retailers.
To illustrate the power of the technology, click here to watch a short video illustrating the Tagspire mobile app. The technology identifies an Apple iPhone in a photo taken by the app, and then auto-tags the product in the image, linking it to the apple.com purchase page. Using the power of Google TensorFlowmachine learning, the Tagspire neural network has been trained to identify an “Apple iPhone Red Product” and then link it automatically, in this case, to the buy page on apple.com. The final post is embedded here(make sure to roll your mouse over, or tap the tag icon to see a preview of the buy page).
Tagspire is currently operational and is available in the Apple iTunes Store for iOS (click here), as well as for Android (click here) in the Google Play Store.
Initial Purpose and Principal Terms of Joint Venture
The Parties will combine resources to raise capital through either an ICO or initial token offering on an existing blockchain or through the capital markets (the “Offering”) for gross proceed of no less than USD$20 million. If the Offering is structured as an ICO, it is expected that it will be completed through a newly created entity (“NEWCO”) using the current best practices for coin and token offerings. If the Offering is structured as an equity or debt financing through traditional capital raising mechanisms (for example investment dealers), it will be completed through Relevium Technologies. Management of Relevium Technologies is working towards the structure of the Offering and will disclose terms as they become finalized.
A USD$8 Million portion of the proceeds of the Offering will be paid to Quantomic LLC allowing Relevium to secure a 51% ownership stake of NEWCO. The balance of no less than USD$12 Million, will be used to fund NEWCO and the continued development of the Tagspire platform and ecosystem, including blockchain integration, data set acquisitions, AI programming and training, server and software costs, marketing and human resources. It is anticipated that the initial management team of NEWCO will be comprised of the current management team from Quantomic LLC and complimented by human and intellectual capital from Relevium Technologies. Upon consummation of the JV, NEWCO will operate as a subsidiary to Relevium Technologies and the Board of NEWCO will be represented by both JV Parties.
The Parties also agree to cooperate and contribute the following:
(i) Relevium shall contribute all the costs, know-how and resources necessary to ensure a successful token offering or financing to fund the Offering, including preliminary due diligence of the IP, definition of the project, attributes of the proposed token, preparation of the white paper, legal and accounting fees, compliance, marketing and overall management of the financing of the JV.
(ii) Quantomic LLC shall contribute the intellectual assets, licenses, trademarks, patents, proprietary information, copyright and content necessary to demonstrate the current and prospective value of the IP.
While the Parties have agreed to use their commercially reasonable efforts to complete the Offering, there can be no guarantee that the Offering and JV will be completed as currently contemplated by the Parties or at all.
Right of First Refusal
Quantomic LLC acknowledges that Relevium will be incurring substantial costs to finalize the terms of the JV and the Offering. As partial consideration of the JV, Quantomic LLC agrees for a period of 60 days not to enter into any new negotiations or discussions with any third party in respect of the sale of all or any part of its shares, business or assets. However, Quantomic LLC may continue existing and ongoing discussions with third parties regarding the potential acquisition of its intellectual property. Prior to accepting any bona fide offer, Quantomic LLC must give notice to Relevium as the Company has a right of first refusal on any such offers.
Pursuant to regulatory guidelines, further financial details and related fees regarding the joint venture will be disclosed in connection with the closing of the transaction.
About Relevium Technologies
Relevium is a TSXV-listed company focused on growth through the acquisition of businesses, products and/or technologies with a focus on e-commerce in the growing health and wellness sector. Relevium Technologies Inc. also holds patented intellectual property for the use of static magnetic fields for application on wearable devices.
Neither 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.
Cautionary Note Regarding Forward-Looking Statements
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, including the timing and completion of the proposed acquisitions, are forward-looking statements and contain forward-looking information. Generally, forward- looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including the assumptions that the Company will obtain stock exchange approval of the Offering, the proposed acquisition will occur as anticipated, that the Company will raise sufficient funds, and that the Company will obtain all requisite approvals of the acquisition. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, the risk that the proposed acquisitions may not occur as planned; the timing and receipt of requisite approvals and failure to raise sufficient funds under the Offering. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or 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 statements 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 statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that is incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
On Behalf of the Board of Directors
RELEVIUM TECHNOLOGIES INC.
Aurelio Useche, President and CEO
RELEVIUM TECHNOLOGIES INC.
Email: eierfino@releviumcorp.com
Website: www.releviumtechnologies.com
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Edward Ierfino
Investor Relations
+1 (514) 562-1374
- Published in Relevium Technologies, Technology
AREV Nutrition Sciences Inc. Announces Attendance At Capital Events Bahamas, Conversion Of The Convertible Debenture And Issuance Of Stock Options
Momentum Public Relations
Press Release: January 9, 2018
AREV Nutrition Sciences Inc. (” AREV ” or the “Company”) ( CNSX – ARV ), is pleased to announce that that they will be attending the AlphaNorth Capital Conference at the Atlantis Paradise Island Resort in the Bahamas from January 12 – 14, 2018, hosted by Capital Event Conferences. The conference introduces growth-stage companies (Resource, Technology, Biotech, Special Situations) to active top-level capital finance individuals through a day of scheduled one-on-one meetings.
The Company is also pleased to announce that Chiron Capital Inc., a company directly controlled by Mike Withrow, has converted the second of two convertible debentures into units of the Company, each unit consisting of a common share of the Company and a common share warrant of the Company. The total principal amount of the convertible debentures exercised is $300,000. The convertible debentures has been converted into units of the Company at a conversion price of $0.05 per unit with a term ending September 16, 2018.
The conversion of this Convertible Debenture retires long term debt of the C ompany.
After converting the debenture, Chiron Capital Inc., has exercised 2,000,000 warrants at a price of $0.05 per common share for a total cost of $100,000.
If all of Mike Withrow’s convertible securities were converted into common shares of the Company Mike Withrow would control 18,112,000 (42%) of a total of 43,342,800 fully diluted common shares of the Company.
For further information, contact Stephane Maher, CEO at stephane@arevnutrition.com.
On behalf of the Board,
Stephane Maher
Chief Executive Officer & Director
About AREV Nutrition Sciences Inc.
AREV Nutrition Sciences Inc. (“AREV”), produces and delivers functional ingredients from its world-class extraction system. AREV is revolutionizing the current delivery method of coconut oil, whey protein and nutrients through emulsification. These premium ingredients and products are targeted for the natural health, medical, functional food, nutraceutical, sport nutrition and bioceutical markets. AREV is also working with Pharmacy and Dispensary operators with an innovative emulsified base formula to disperse Cannabis oil extracts from specific selected genetic Cannabis strains that address 5 areas of health including Anxiety, Pain management, Insomnia, Central Nervous System Disorders & Sexuality.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
FORWARD LOOKING INFORMATION
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in policies of the CSE) accepts responsibility for the adequacy or accuracy of this release. This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.This press release contains forward-looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this press release. Actual results could differ materially from those currently anticipated due to a number of factors and risks various risk factors discussed in the Company’s Management’s Discussion and Analysis under the Company’s profile on www.sedar.com.
Copyright (c) 2018 TheNewswire – All rights reserved.
- Published in AREV Nutrition Sciences, Marijuana, Uncategorized
St-Georges wholly own Subsidiary ZeU Crypto Networks Announces $20M Debenture Offering
Momentum Public Relations
Press Release: January 8, 2018
St-Georges Eco-Mining Corp. (CSE: SX) (OTC: SXOOF) (FSE: 85G1) announces that its wholly owned subsidiary, ZeU Crypto Networks Inc. (“ZeU “), a private blockchain technology company, intends to sell $20,000,000 aggregate principal amount of 10.00% convertible unsecured debentures (“Debentures “) on a non-brokered offering basis (the “Offering “).
All Debentures are being sold at a price of $1,000 per Debenture, subject to a minimum subscription of $10,000. The Debentures will mature 24 months after their issuance (the “Maturity Date “) and will bear interest at an annual rate of 10.00%, calculated from date of issue, compounded quarterly and payable at the Maturity Date.
St-Georges (the “Company “) would like to provide additional information to a statement made in its press release on January 4, 2018. The Company stated that it has transferred the license acquired from Qingdao Tiande Technologies Inc., (“Tiande “) to its newly formed wholly owned subsidiary, ZeU Crypto Networks Inc. against the issuance of 20,000,000 common shares of ZeU. The shares were issued at a book value of $0.10 per share. This information was missing from the press release.
Frank Dumas, President and CEO of St-Georges Eco-Mining stated “This financing of ZeU Crypto Networks will allow St-Georges to significantly accelerate its global eco-mining and mineral commodity goals (…) As previously announced, we are very excited about the acquisition of the blockchain technology license from Tiande and its transfer in ZeU, a pure-play blockchain transaction that advances our strategic objectives and which we expect will take on a life of its own in the near future,” added Frank Dumas. “With a successful completion of the Offering, we expect ZeU to be favorably positioned to monetize its newly acquired technology and seek out additional assets while analyzing corporate reorganization options.”
ST-GEORGES AND THREED CAPITAL TEAM UP
Further to our recent press release on December 31, 2017, in which the Company announced the addition of Sheldon Inwentash, Chairman and CEO Of ThreeD Capital (IDK:CSE) to our Advisory Board, St-Georges is pleased to announce that ThreeD Capital has agreed to introduce ZeU to its global network and blockchain ecosystem.
Mr. Inwentash stated “ThreeD Capital, through its wholly owned subsidiary, Blockamoto.io , has set a mandate to provide strategic advice to assist early stage blockchain solutions in reaching viability as quickly as possible. ZeU Crypto Networks could represent the most disruptive protocol of the already disruptive blockchain industry.”
ADDITIONAL DEBENTURE TERMS
The Debentures will be convertible at the option of the holder into common shares of ZeU (“ZeU Shares “) at any time prior to the close of business on the Maturity Date at a conversion price (the “Conversion Price “) equal to the greater of: (i) $1.00, and (ii) if the date of any conversion is following the announcement by ZeU of a liquidity event (a “Liquidity Event “), the amount which represents the maximum permitted discount by an exchange to the transaction price assigned to each ZeU Share or resulting issuer on the occurrence of the Liquidity Event. Upon the occurrence of a Liquidity Event, ZeU may force the conversion of up to 25% of the principal amount of the then outstanding Debentures at the Conversion Price. ZeU may elect, from time to time, subject to applicable regulatory approval, to satisfy its obligation to pay interest on the Debentures (i) in cash, or (ii) by issuing the equivalent value in securities.
ZeU is not a reporting issuer and the Debentures will not be listed. Completion of the Offering will be subject to the acceptance and approval of the Canadian Securities Exchanges since it will represent a disposition of assets for SX.
The Debentures, and any ZeU Shares issuable upon conversion of the Debentures, will be subject to a hold period of four months and one after the later of (i) any respective Closing, and (ii) the date ZeU became a reporting issuer in any province or territory.
BLOCKCHAIN AND SMART CONTRACT TECHNOLOGY LICENSE
On January 4, 2018, the Company announced the signing of a significant, non-arm’s length blockchain and smart contract technology license agreement (the “License”), with Qingdao Tiande Technologies Inc., (“Tiande”). Tiande is led by world-renowned blockchain expert, Dr. Wei-Tek Tsai, who initiated the first academic laboratory dedicated to blockchain research and education in China at Beihang University’s School of Computer Science and Engineering.
Dr. Wei-Tek Tsai received his S.B. in Computer Science and Engineering from Massachusetts Institute of Technology (MIT) at Cambridge, MA in 1979, M.S. and Ph.D. in Computer Science from University of California at Berkeley in 1982 and 1985. He joined Arizona State University, Tempe, Arizona in 2000 as a full professor of Computer Science and Engineering in the School of Computing, Informatics, and Decision Systems Engineering. He became an Emeritus Professor in Dec. 2014.
He has authored more than 500 papers in software engineering, service-oriented computing, cloud computing and blockchains. He travels widely and has held various professorships in Asia and Europe
ON BEHALF OF THE BOARD OF DIRECTORS
“Frank Dumas”
FRANK DUMAS, PRESIDENT & CEO
About St-Georges
St-Georges is developing new technologies to solve the some of the most common environmental problems in the mining industry.
The Company controls directly or indirectly, through rights of first refusal, all of the active mineral tenures in Iceland. It also explores for nickel on the Julie Nickel Project & for industrial minerals on Quebec’s North Shore and for lithium and rare metals in Northern Quebec and in the Abitibi region. Headquartered in Montreal, St-Georges’ stock is listed on the CSE under the symbol SX, on the US OTC under the Symbol SXOOF and on the Frankfurt Stock Exchange under the symbol 85G1.
For Press Release Inquiries: 514.295.9878 or ceo@stgeorgesplatinum.com
The Canadian Securities Exchange (CSE) has not reviewed and does not accept responsibility for the adequacy or the accuracy of the contents of this release.
- Published in St-Georges Eco-Mining
Tetra Bio-Pharma Enters into Agreement to Acquire Remaining 20% Interest in Phytopain Pharma Subsidiary
Momentum Public Relations
Press Release: January 2, 2018
Tetra Bio-Pharma Inc. (“Tetra” or the “Corporation”) (TSX VENTURE:TBP)(OTCQB:TBPMF), a global leader in cannabinoid-based drug development, today announced that it has entered into a share purchase agreement (the “Purchase Agreement”) with entities controlled by André Rancourt, Chairman of the Board of Directors of the Corporation, and Guy Chamberland, Chief Scientific Officer of the Corporation (collectively, the “Vendors”).
Under the terms of the Purchase Agreement, Tetra will acquire from the Vendors all of the remaining issued and outstanding common shares of Tetra’s subsidiary, Phytopain Pharma Inc. (“PPP”), currently held by the Vendors (representing 20% of the issued and outstanding shares of PPP) for an aggregate purchase price (the “Purchase Price”) of $12,425,089 (the “Transaction”). Upon completion of the Transaction, PPP will become a wholly-owned subsidiary of Tetra.
“Upon completion, this transaction will be a significant milestone for Tetra Bio-Pharma and all our stakeholders,” said Bernard Fortier, Tetra’s CEO.
“The two selling shareholders – our Chairman and our Chief Scientific Officer – are both committed to the long-term success of Tetra as evidenced by their agreement to accept shares in Tetra in lieu of an all- cash transaction. As well, a percentage of those shares are going to be released once certain key milestones for the company have been reached,” he said.
“This transaction will allow Tetra to gain 100% control of Phytopain Pharma, a key asset in the development of our pipeline of cannabinoid-based drugs and gives our company full flexibility to enter into other partnerships or agreements in the future.”
The Transaction is subject to customary closing conditions including, but not limited to, approval of the TSX Venture Exchange (“TSXV”) and any other approval that may be required by the TSXV.
The Transaction
Under the terms of the Purchase Agreement, the Purchase Price for the Transaction is comprised of the following:
- Cash: An aggregate cash payment of $248,000 (the “Cash Payment”). Under the terms of the Purchase Agreement, the Cash Payment is payable in escrow as of the signature of the Purchase Agreement and has been paid to the Vendors’ legal counsel in trust for the Vendors pending receipt of approval for the Transaction from the TSXV. In addition, Tetra has agreed to pay the Vendors, immediately upon signature of the Purchase Agreement, a non-refundable amount of $200,000, payable out of the funds available for the Cash Payment, to induce the Vendors to provide an exclusivity of negotiation to the Purchaser for the Transaction.
- Promissory Notes: Promissory notes issued by Tetra to the Vendors in an aggregate principal amount of $2,236,696 (the “Notes”), which Notes are payable in accordance with a specified milestone schedule as described in the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the Notes have been delivered to the Vendors’ legal counsel in trust for the Vendors pending receipt of approval for the Transaction from the TSXV.
- Tetra Shares: Common shares of Tetra (“Common Shares”) will be issued to the Vendors as follows:
- Upon completion of the Transaction, an aggregate of 2,485,218 Common Shares will be issued to the Vendors.
- Upon completion of the Transaction, 7,455,653 Common Shares will be issued to
Computershare Trust Company of Canada, as escrow agent (the “Escrow Agent”), to be held in escrow and released by the Escrow Agent under the terms and conditions set forth in the Purchase Agreement and the terms and conditions of an escrow agreement to be executed at closing by the Vendors, the Corporation and the Escrow Agent.
The Vendors under the Purchase Agreement are entities controlled by André Rancourt, Chairman of the Board of Directors of the Corporation, and Guy Chamberland, Chief Scientific Officer of the Corporation and are therefore considered “non-arm’s length parties” under the rules of the TSXV. Mr. Rancourt and Mr. Chamberland have properly disclosed their respective interest in the Transaction to the board of directors of the Corporation.
The Transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). While MI 61-101 would generally subject the transaction to minority shareholder approval and formal valuation requirements, the Corporation will avail itself of the exemptions applicable under Section 5.5(a) of MI 61- 101.
Mr. Rancourt currently has ownership or direction and control over (i) an aggregate of 465,000 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 0.37% of the issued and outstanding Common Shares on a non- diluted basis and approximately 4.66% of the issued and outstanding Common Shares on a partially diluted basis. Further to the completion of the Transaction, and assuming that all of the Common Shares issued in escrow and allotted to Mr. Rancourt are released to Mr. Rancourt or an affiliate of Mr. Rancourt in accordance with the Purchase Agreement, Mr. Rancourt would then have ownership or direction and control over (i) 5,435,436 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 4.20% of the issued and outstanding Common Shares on a non-diluted basis and approximately 8.17% of the issued and outstanding Common Shares.
Mr. Chamberland currently has ownership or direction and control over (i) an aggregate of 1,250,000 Common Shares, (ii) 350,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 1.00% of the issued and outstanding Common Shares on a non-diluted basis and approximately 4.32% of the issued and outstanding Common Shares on a partially diluted basis. Further to the completion of the Transaction, and assuming that all of the Common Shares issued in escrow and allotted to Mr. Chamberland are released to Mr. Chamberland or an affiliate of Mr. Chamberland in accordance with the Purchase Agreement, Mr. Chamberland would then have ownership or direction and control over (i) 6,220,436 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 4.78% of the issued and outstanding Common Shares on a non-diluted basis and approximately 8.70% of the issued and outstanding Common Shares.
Each of Mr. Rancourt and Mr. Chamberland proposes to acquire the common shares for investment purposes, and has no current intention to increase his beneficial ownership of, or control or direction over, securities of Tetra. These investments will be reviewed on a continuing basis and their holdings may be increased or decreased in the future.
The Transaction is subject to customary conditions including, but not limited to, approval of the TSXV. The Transaction has been unanimously approved by Tetra’s board of directors (with André Rancourt abstaining from voting) and Tetra anticipates that the Transaction will be completed in the first quarter of 2018.
About Tetra Bio-Pharma:
Tetra Bio-Pharma (TSX VENTURE:TBP)(OTCQB:TBPMF) is a biopharmaceutical leader in cannabinoid- based drug discovery and clinical development. Tetra is focusing on three core business pillars: clinical research, pharmaceutical promotion and retail commercialization of cannabinoid-based products. More information at: www.tetrabiopharma.com
Source: Tetra Bio-Pharma
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.
Forward-looking statements
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Corporation’s ability to control or predict, that may cause the actual results of the Corporation to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Corporation, through its wholly-owned subsidiary, GrowPros MMP Inc., to obtain a licence for the production of medical marijuana; failure to obtain sufficient financing to execute the Corporation’s business plan; the success of the Rx Princeps™ product offering and inhalation device; guidance on expected sales volumes associated with the Rx Princeps™ product offering and inhalation device; competition; regulation and anticipated and unanticipated costs and delays, and other risks disclosed in the Corporation’s public disclosure record on file with the relevant securities regulatory authorities. Although the Corporation has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Corporation does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
Tetra Bio-Pharma Inc.
Bernard Fortier, MBA
Chief Executive Officer
(514) 360-8040 Ext. 206
bernard.fortier@tetrabiopharma.com
www.tetrabiopharma.com
- Published in Medical Marijuana, Tetra Bio Pharma