VANCOUVER, BC, Nov. 1, 2021 /CNW/ - Venerable Ventures Ltd. (the
"Company") (TSXV: VLV) is pleased to announce that it has
entered into definitive amalgamation agreement (the
"Agreement"), dated effective November 1, 2021, pursuant to which it proposes
to acquire (the "Transaction") all of the outstanding share
capital of Kapoose Creek Wellness Ltd. ("Kapoose"). The
Agreement replaces the letter of intent previously entered into
between the Company and Kapoose, dated effective September 7, 2021.
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.
The Agreement was entered into with Kapoose and 1327688 B.C. Ltd. ("Subco"), a newly
established subsidiary of the Company. In accordance with the terms
of the Agreement, Kapoose will amalgamate with Subco with the
resulting amalgamated entity continuing as a wholly-owned
subsidiary of the Company, and 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 130,108,510
common shares outstanding, along with 49,664,846 share purchase
warrants exercisable at a price of $0.30 and 12,900,000 incentive stock options
exercisable at prices ranging from $0.10 to $0.42. 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 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.
