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VANCOUVER, June 4, 2019 /CNW/ - RMR Science Technologies
Inc. ("RMR" or the "Corporation") (TSXV: RMS.P) is
pleased to announce it received conditional approval from the TSX
Venture Exchange (the "TSXV") for its previously announced
Qualifying Transaction ("QT") with cannÖgen Biosciences Inc.
("cannÖgen"). RMR is also pleased to announce it entered
into a definitive agreement dated May 30,
2019 (the "Definitive Agreement") with cannÖgen and
the holders ("cannÖgen Shareholders") of cannÖgen common
shares ("cannÖgen Shares") in respect of the QT.
Pursuant to the Definitive Agreement, RMR will acquire all of
the outstanding cannÖgen Shares from the cannÖgen Shareholders in
exchange for issuing an aggregate of 7,500,000 Class A common
shares in the capital of RMR ("RMR Shares") to the cannÖgen
Shareholders on the basis of one RMR Share for every one cannÖgen
Share. The Definitive Agreement contains such covenants, conditions
and indemnities as are customary in a transaction of this nature
and having regard to the business or RMR and cannÖgen including,
without limitation, receipt of all applicable regulatory approvals
and completion of RMR's previously announced private placement (the
"Private Placement").
For further information regarding the QT and the Private
Placement, please refer to the filing statement of RMR and cannÖgen
dated May 30, 2019 (the "Filing
Statement"), a copy of which is available on RMR's profile at
www.sedar.com. Investors are cautioned that, except as disclosed in
the Filing Statement, any information released or received with
respect to the QT may not be accurate or complete and should not be
relied upon. Trading in the securities of RMR or cannÖgen should be
considered highly speculative.
Forward-Looking Information Cautionary Statement
Certain statements contained in this press release constitute
forward-looking information. These statements relate to
future events or the Corporation's future performance. The
use of any of the words "could", "expect",
"believe", "will", "projected",
"estimated" and similar expressions and statements relating
to matters that are not historical facts are intended to identify
forward-looking information and are based on the Corporation's
current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ
materially. In particular, the Corporation's expectations
regarding the QT and the Private Placement constitute
forward-looking information. Forward-looking information is
reflects management's current beliefs and is based on information
currently available to RMR and cannÖgen and on assumptions RMR and
cannÖgen believe are reasonable. These assumptions include, but are
not limited to: receipt of all regulatory approvals, marketplace
acceptance of the Private Placement, the ability to RMR and
cannÖgen to complete the Private Placement and the QT in a timely
manner and as currently contemplated. Forward-looking information
is subject to know and unknown risks, uncertainties and other
factors that may cause actual to be materially different from those
contemplated by forward-looking information. Readers are cautioned
not to place undue reliance on forward-looking information. The
statement made in this press release are made as of the date
hereof. RMR and cannÖgen each disclaim any intention or obligation
to publicly update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as may be expressly required by applicable securities
laws.
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.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THE SECURITIES IN ANY JURISDICTION IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
SOURCE RMR Science Technologies Inc.