/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
TSX-V: PKC.H
VANCOUVER, July 31, 2018 /CNW/ - Pacific Link Mining
Corp., Vancouver, B.C. (the
"Company" or "Pacific Link") The Company is pleased
to announce that on July 16, 2018 it
entered into a letter agreement (the "Letter Agreement"),
with Aibeida Lifetech Ltd. ("Aibeida"), Hang Zhou Aibeida
Technologies Co. Ltd. ("HZAT"), Clever Splendor
Limited ("Clever Splendor") and H.K. Gimaras Industrial Co.
Ltd. ("Gimaras") pursuant to which the Company will
acquire all of the issued and outstanding shares of Aibeida from
Clever Splendor and Gimaras (the "Proposed Transaction").
Upon completion of the Proposed Transaction, the Company will
continue on with the business of Aibeda, with Aibeida as its
wholly-owned, operating subsidiary, and will change its name to
Gima Lifetech Corporation which more accurately reflects the
business of Aibeida (the Company after the Proposed Transaction
being referred to herein as the "Resulting Issuer"). The
Proposed Transaction will constitute a change of business of the
Company.
Aibeida is a life science company, incorporated in Hong Kong and involved in extraction of
cannabis derivatives from marijuana and industrial hemp, the sale
and distribution of customized extraction equipment and technology,
and research and development of nutrition products, food additives,
botanical and animal extracts, pharmaceutical intermediates and
finished products from cannabis derivatives. HZAT has developed a
proprietary technology platform (the "IP Rights") with
strong separation capability, high extraction efficiency, and low
processing costs than traditional extraction techniques. This
technology platform has been successfully applied to the industrial
production of tea polyphenols, Stevia, ginkgo flavonoids,
Ginsenosides, vitamins, resveratrol, and other products.
The IP Rights are co-owned by Aibeida and HZAT, each as to a 50%
interest. HZAT is a company related to Aibeida and is based
in Hangzhou, the Peoples Republic
of China. HZAT also manufactures various equipment which
incorporates the IP Rights and has granted to Aibeida the exclusive
distribution rights for the equipment worldwide, except within
the Peoples Republic of China.
Aibeida is currently establishing two extraction facilities, one in
the State of Oregon, USA, and the
second in Poland. Aibeida plans to identify and pursue
further project opportunities for extraction and the supply of
equipment as well as other opportunities where the IP Rights might
be employed for commercial gain.
Aibeida is a newly incorporated company with no history of
operations or revenues. It has no material liabilities and
its only assets consist of a 50% interest in the IP Rights and
certain equipment and contractual rights acquired by it from HZAT
for an agreed value of RMB 15,970,000
(approximately $3,050,000
Canadian). The consideration for the acquisition of these
assets by Aibeida was satisfied by the issuance of common shares in
the capital of Aibeida. By private agreement among HZAT,
Clever Splendor and Gimaras, the shares of Aibeida were issued
directly to Clever Splendor (as to a 51% interest) and to Gimaras
(as to a 49% interest).
Clever Splendor is a private company controlled by Dr.
Shuang Xie of Vancouver, British Columbia. Dr. Xie
holds a Ph.D. in Chemistry from Queen's University in Kingston, Ontario, and has extensive
experience with extraction separation technology and
purification systems. She has partnered with extraction
experts and engineers in various extraction projects for
manufacturers and carried out related project assessments, process
improvements, equipment set up, production line construction and
product and product formulation. Dr. Xie also serves as an expert
consultant to the Chinese government and the Zhejiang University
Innovation Research Institute. Dr. Xie will be appointed to
the Board of Directors of the Resulting Issuer upon completion of
the Proposed Transaction.
Gimaras is a private company owned by Mr. Guomiao Ji of
Hangzhou, China. Mr. Ji is the
Chairman of the Board of Directors of Zhejiang Gimaras New
Materials Co. Ltd., which holds a 49% interest in HZAT. Mr.
Ji has extensive experience in the development of natural materials
using hemp and silk in China. Mr. Ji will be appointed to the
Board of Directors of the Resulting Issuer upon completion of the
Proposed Transaction.
The business of Aibeida is considered by the TSX Venture
Exchange ("TSXV") to be one which provides ancillary service
activities to the marijuana industry and, as such, the Resulting
Issuer will not qualify for listing on the TSXV. Accordingly,
the Company proposes to make application to the Canadian Securities
Exchange (the "CSE") to list the common shares of the
Resulting Issuer. There is no assurance that the CSE will
accept the Resulting Issuer for listing.
Proposed Transaction
It is anticipated that the Letter Agreement is to be superseded
by a definitive agreement (the "Definitive Agreement") among
the Company, Aibeida, HZAT, Clever Splendor and Gimaras with such
agreement to include representations, warranties, conditions and
covenants typical for a transaction of this nature. The
Proposed Transaction remains subject to certain conditions
precedent including, among other things, the completion of
satisfactory due diligence by the Company, the approval of the
Proposed Transaction by the Company's shareholders at a duly
convened meeting, the completion of the financing described below,
the acceptance for listing of the Resulting Issuer by the CSE and
the acceptance by the TSXV of delisting of the Company's shares
from the TSXV. The delisting of the Company's shares from the
TSXV will be subject to the approval of the majority of the votes
cast by the holders of shares of the Company who vote at the
meeting, other than promoters, directors, officers and other
insiders of the Company and any proposed recipient of shares
pursuant to the Proposed Transaction and their Associates and
Affiliates (each as defined under TSXV policies).
Pursuant to the Proposed Transaction, the shareholders of
Aibeida will receive one common share in the capital of the Company
in exchange for each common share in the capital of Aibeida held by
such shareholder at the time of closing the Proposed
Transaction. It is anticipated that a total of 15,980,000
common share of the Company will be issued to the Aibeida
shareholders which will represent about 40% of the outstanding
shares of the Company before the completion of the Concurrent
Financing discussed below. The shares to be issued to the
Aibeida shareholders are expected to be subject to escrow
provisions imposed pursuant to policies of the CSE.
Pending completion of the Proposed Transaction, the Company
proposes to loan Aibeida up to $200,000 to be used by Aibeida to fund its
business operations in Oregon (the
"Loan"). The Loan shall be interest free and be
repayable on demand in the event that Proposed Transaction is for
any reason terminated. The Loan shall be evidenced by a loan
agreement between the parties which, among other things, will
provide for a pledge of Aibeida's issued shares by the Aibeida
shareholders as security for repayment of the Loan. A condition of
the Loan is that Aibeida provide the Company with an acceptable
operating budget for the Aibeida's project in
Oregon.
In conjunction with the Proposed Transaction, the Company also
plans to conduct a financing to raise up to $5,000,000. The financing will consist of
up to 25,000,000 common at a price of $0.20 per share. The net proceeds of the
Concurrent Financing will be used for the further development and
expansion of Aibeida's business and for general working capital
purposes. Finder's fees and commissions may be payable in
connection with the financing as permitted under the policies of
the TSXV and CSE. Further details with respect to the
financing will be announced when finalized.
Following completion of the Proposed Transaction, it is
anticipated that the Board of Directors of the Resulting Issuer
will be comprised of 5 Directors, being Dr. Shuang Xie and Mr. Guomiao Ji (described above),
Dr. Ken Z. Cai, who currently serves
as a director of the Company, and two additional Directors yet to
be identified. Dr. Cai holds a Ph.D. in mineral economics from
Queens University in Kingston, Ontario,
Canada and has over 25 years of experience in mineral exploration,
project evaluation, corporate financing and company management. Dr.
Cai has served as a director of several publicly-traded and private
Canadian and Chinese companies. He serves as the Chairman, Chief
Executive Officer and a Director of Minco Silver Corporation,
President and Director of Minco Base Metals Corporation, Chief
Executive Officer and a Director of Minco Gold Corporation.
The Company is currently in the process of identifying suitable
candidates to fill the remaining two Board positions and the
positions of the Chief Executive Officer and Chief Financial
Officer of the Resulting Issuer. Further announcements will
be made by the Company once these individuals have been identified.
It is anticipated that Dr. Michael
Doggett and Jennifer Trevitt,
who currently serve as Directors of the Company, will resign from
the Board of the Company on completion of the Proposed
Transaction.
The Proposed Transaction was negotiated by the parties on an
arm's length basis. Accordingly, it does not constitute a
Non-Arm's Length Transaction as defined by the policies of the TSX
Venture Exchange and does not constitute a related party
transaction or business combination under Multilateral
Instrument 61-101.
Further details about the Proposed Transaction and the Resulting
Issuer will be provided in a comprehensive press release when the
parties enter into a Definitive Agreement and in the disclosure
document to be prepared and filed in respect of the Proposed
Transaction.
Pacific Link is a Vancouver
based Canadian company, trading on the NEX board of the TSX Venture
Exchange under the symbol PKC.H.
Completion of the Proposed Transaction is subject to a
number of conditions, including CSE acceptance and shareholder
approval. The Proposed Transaction cannot close until the required
shareholder approvals are obtained. There can be no assurance that
the Proposed Transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
information circular to be prepared in connection with the Proposed
Transaction, any information released or received with respect to
the Proposed Transaction, including the proposed change of
business, may not be accurate or complete and should not be relied
upon. Trading in the securities of the Company should be considered
highly speculative.
Neither the TSX Venture Exchange or the Canadian
Securities Exchange has in no way passed upon the merits of the
Proposed Transaction and have not approved nor disapproved the
contents of this press release.
ON BEHALF OF THE BOARD
"Ken
Cai", President
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.
SOURCE Pacific Link Mining Corp.