Momentum Public Relations
Press Release: November 23, 2018
On Nov. 14, 2018, Mondias Natural Products Inc. has closed its previously announced transaction with Element 79 Capital Inc.
The transaction consisted of a transaction that resulted in the reverse takeover of Element by the shareholders of Mondias by virtue of acquiring 100 per cent of the equity interest of Mondias. In connection with the reverse takeover, an aggregate of 41,882,760 common shares were issued at a deemed value of $4,397,689.80. Pursuant to the acquisition of Mondias, an aggregate of 6,882,760 warrants to purchase 6,882,760 common shares at an exercise price of 25 cents per share until June 20, 2020, were granted to Mondias’s existing warrantholders. The transaction constituted Element’s qualifying transaction as such term is defined in Policy 2.4 of the TSX Venture Exchange.
Prior to completion of the transaction, Element consolidated its common shares on a one-for-1.5 basis. As part of the transaction, Element changed its name from Element 79 Capital Inc. to Mondias Natural Products Inc.
As a result of the transaction, Mondias is now a wholly owned subsidiary of Element, and Element will continue the business of Mondias, which consists in the commercialization and development of evidence-based botanical products and natural health products for the health care and bioagriculture markets. For additional information concerning Mondias’s business, please refer to Element’s filing statement with respect to the transaction dated Oct. 29, 2018, which has been filed under Element’s SEDAR profile.
Concurrently to the transaction, Mondias has closed a non-brokered private placement for total gross proceeds of $1,390,725 consisting of the issuance of 13,245,000 postconsolidation common shares of Mondias. No related parties (as such term is defined in applicable laws) were part of the private placement and no subscriber became an insider of Mondias on closing of the private placement.
Prior to the transaction, Element was a capital pool company (as defined under the policies of the TSX-V) and had not commenced commercial operations other than identifying and evaluating potential business acquisitions that would qualify as its qualifying transaction and had no assets other than cash. The TSX-V granted a sponsorship waiver for this qualifying transaction.
Final acceptance of the transaction will occur upon the issuance of a final exchange bulletin by the exchange. Upon issuance of the final exchange bulletin, the company will cease to be a capital pool company and will recommence trading on the exchange as a Tier 2 issuer. Trading in the common shares of the company will begin on the exchange after the final exchange bulletin has been issued under the symbol NHP.
Management of Mondias expects that the final exchange bulletin will be issued within the next week. Pursuant to the exchange’s policies, there will be a delay of two business days between the issuance of the final exchange bulletin and resumption to trading.
Following the completion of the transaction (on a postacquisition basis), the company has a total of 63,135,805 common shares issued and outstanding, as well as: (i) common share purchase warrants exercisable to purchase up to 6,882,760 additional common shares of the company at an exercise price of 25 cents per share until June 20, 2020; and (ii) stock options exercisable to purchase up to 400,402 additional common shares at an exercise price of 22.5 cents per share.
An aggregate of 36,333,334 common shares are subject to escrow pursuant to TSX-V escrow requirements. An aggregate of 35,000,001 common shares issued to principals pursuant to the qualifying transaction will be subject to a Tier 2 value escrow agreement instead of a Tier 2 surplus escrow agreement as previously disclosed in the qualifying transaction filing statement.
As a result of the closing of the transaction, the directors and executive officers of the company are expected to be as shown in the attached table.
Andre Rancourt Chairman of the board, director Frank Palantoni Director Bertrand Venne Director Michel Timperio Director Louis Doyle Director Jean-Philippe Gravel Chief executive officer Sabino Di Paola Chief financial officer Gilles Seguin Corporate secretary
In addition to the company’s directors and officers, Robert Brouillette will also be considered to be an insider of the company by virtue of holding more than 10 per cent of the issued and outstanding securities of the company.
Further details about the transaction and the company as the resulting issuer from the closing of the transaction are available in the filing statement.