VANCOUVER, BC, Sept. 8, 2021 /CNW/ - Venerable Ventures
Ltd. (the "Company") (TSXV: VLV) is pleased to announce that
it has entered into a letter of intent (the "Letter"), dated
effective September 7, 2021, pursuant
to which it proposes to acquire (the "Transaction") all of
the outstanding share capital of Kapoose Creek Wellness Ltd.
("Kapoose").
Kapoose is an arms'-length life sciences and natural health
product development company, established under the laws of the
Province of British Columbia. Kapoose is dedicated to the
discovery, development and delivery of evidence-based functional
and entheogenic mycologic (mushroom) pharmaceutical and natural
products, and real-life therapeutic applications. Kapoose's remote
and biodiverse ecosystem provides an opportunity to identify unique
previously unknown fungal strains, and an on-site research and
discovery centre, currently under construction, will provide the
research team with a state-of-the-art facility to explore,
understand and develop therapeutic products for mental, physical,
and spiritual health, balance, and wellbeing.
In accordance with the terms of the Transaction, all existing
common shares of Kapoose will be exchanged for an equivalent number
of common shares of the Company. Following completion of the
Transaction, all existing share purchase warrants and incentive
stock options of Kapoose will be exercisable to acquire common
shares of the Company under their existing terms. Kapoose
currently has 117,964,846 common shares outstanding, along with
49,664,846 share purchase warrants exercisable at a price of
$0.30 and 11,650,000 incentive stock
options exercisable at an average price of $0.16. No cash consideration is payable by
the Company to Kapoose in connection with completion of the
Transaction.
No finders' fees or commissions are payable in connection with
the Transaction. Prior to closing of the Transaction, the
Company intends to apply to list its common shares on the Canadian
Securities Exchange, and voluntarily delist its shares from the TSX
Venture Exchange, as well as complete a concurrent financing.
On closing of the Transaction, it is anticipated that the Company
will change its name to "Kapoose Creek Wellness Ltd." and will
reconstitute its board and management to consist of nominees of
Kapoose. Further information regarding the board and
management of the Company following completion of the Transaction,
as well as the terms of the concurrent financing, will be provided
as soon as available.
Completion of the Transaction remains subject to a number of
conditions, including the completion of satisfactory due diligence,
the negotiation and finalization of definitive documentation,
receipt of any required regulatory and third-party consents,
approval of minority shareholders of the Company to the delisting
of the Company's common shares from the TSX Venture Exchange, the
Canadian Securities Exchange having conditionally accepted the
listing of the Company's common shares, the TSX Venture Exchange
having accepted the voluntarily delisting of the Company's common
shares, and the satisfaction of other customary closing
conditions.
The Transaction cannot close until the required approvals are
obtained, and the Company's common shares have been delisted from
the TSX Venture Exchange. There can be no assurance that the
Transaction will be completed as proposed or at all, or that the
Company's common shares will be listed and posted for trading on
any stock exchange. Trading in the Company's common shares is
currently halted and it is anticipated that trading will remain
halted until completion of the Transaction.
Further information regarding the Transaction, including
financial information of Kapoose, and details regarding the
proposed board and management of the Company following completion
of the Transaction, will be made available in due course.
Readers are encouraged to review the listing statement which will
be prepared by the Company in connection with the listing of the
Company on the Canadian Securities Exchange, and which will be made
available under the Company's profile on SEDAR (www.sedar.com).
On behalf of the Board of Directors,
VENERABLE VENTURES LTD.
Alan MacDonald
Chief Executive Officer
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. Neither the TSX Venture
Exchange, nor the Canadian Securities Exchange, has in any way
passed upon the merits of the proposed Transaction and has neither
approved nor disapproved the contents of this press
release.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, the acceptance of the TSX
Venture Exchange to the delisting of the Company, the Canadian
Securities Exchange having conditionally accepted the listing of
the Company, 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
listing statement to be prepared in connection with the
Transaction, any information released or received with respect to
the Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of the Company should
be considered highly speculative.
This news release includes certain "forward-looking
statements" under applicable Canadian securities legislation.
Forward-looking statements include, but are not limited to,
statements with respect to the terms and conditions of the proposed
Transaction; and the proposed listing of the Company on the
Canadian Securities Exchange. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown
risks, uncertainties, and other factors which may cause the actual
results and future events to differ materially from those expressed
or implied by such forward-looking statements. Such factors
include, but are not limited to: general business, economic,
competitive, political and social uncertainties, uncertain capital
markets; and delay or failure to receive board, shareholder or
regulatory approvals. There can be no assurance that the
Transaction will proceed on the terms contemplated above or at all
and 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. The Company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
SOURCE Venerable Ventures Ltd.
