/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY, Oct. 15, 2018 /CNW/ - Altitude Resources Inc.
(TSXV: ALI) - the "Company" or "Altitude"), a Tier 2
mining issuer listed on the TSX Venture Exchange (the
"TSXV"), is pleased to announce that it has entered into an
amalgamation agreement dated October 10,
2018 (the "Amalgamation Agreement") with Vibe
Bioscience Corporation ("Vibe"), a private integrated
cannabis company, and 2657152 Ontario Inc., a wholly-owned
subsidiary of Altitude. Completion of the transactions
contemplated in the Amalgamation Agreement will result in the
reverse takeover of Altitude by Vibe (the "Proposed
Transaction").
Summary of the Proposed Transaction
Pursuant to the Amalgamation Agreement, Altitude and Vibe will
complete an arm's length business combination by way of
three-cornered amalgamation pursuant to the provisions of the
Business Corporations Act (Ontario). Shareholders of Vibe (the
"Vibe Shareholders"), other than Vibe Shareholders
who exercise their dissent rights, will receive, subject to
adjustment, 12.04607 common shares in the capital of Altitude (the
"Altitude Shares") for each Vibe share held.
Upon completion of the Proposed Transaction (and without taking
into account the Concurrent Financing (as defined below) or any
consolidation or stock split completed prior to completion of the
Proposed Transaction), former Vibe Shareholders will hold, in the
aggregate, approximately 1,235,574,470 shares in the capital of the
resulting issuer (the "Resulting Issuer Shares")
representing approximately 98% of the outstanding Resulting Issuer
Shares and existing holders of Altitude Shares (the "Altitude
Shareholders") will hold, in the aggregate, approximately
26,375,908 Resulting Issuer Shares, representing approximately
2% of the outstanding Resulting Issuer Shares.
The completion of the Proposed Transaction is subject to the
satisfaction of various conditions, including but not limited to:
(i) the approval of the delisting of the Altitude Shares from the
TSXV; (ii) the approval of the listing of the Altitude Shares on
the Canadian Securities Exchange (the "CSE"); (iii) the
completion of the Altitude Dispositions (as defined below); (iv)
the approval of the Proposed Transaction by the Vibe Shareholders;
(v) the approval of various matters related to the Proposed
Transaction by the Altitude Shareholders; (vi) the completion of
satisfactory due diligence by each of the parties; and (vii) other
conditions customary for a transaction of this nature. As
part of the Proposed Transaction, the directors, officers and major
shareholders of Altitude and Vibe have entered into voting support
agreements whereby they will agree to vote their Altitude Shares
and Vibe Shares, as applicable, in favour of the Proposed
Transaction and matters ancillary thereto. There can be no
assurance that the Proposed Transaction will be completed on the
terms proposed or at all.
In connection with the Proposed Transaction, Altitude will be
required, among other things, to change its name to "Hype
Bioscience Corp.", or such other name as may be determined by the
parties and acceptable to applicable regulatory authorities, and
replace all directors and officers of Altitude on the effective
date with nominees of Vibe.
Subject to the receipt of all applicable approvals, Altitude
expects to complete the delisting of the Altitude Shares from the
TSXV and the listing of the Altitude Shares on the CSE prior to the
completion of the closing of the Proposed Transaction.
Subject to satisfaction or waiver of the conditions precedent
referred to herein and in the Amalgamation Agreement, Altitude and
Vibe anticipate the Proposed Transaction will be completed in the
fourth quarter of 2018.
Altitude Dispositions
Completion of the Proposed Transaction is conditional on
Altitude disposing of all of its mining assets and liabilities as
well as the shares of its wholly-owned subsidiary, Altitude
Resources Ltd. (collectively, the "Altitude
Dispositions"). It is currently anticipated that
Altitude's Palisades Project will be sold to an arm's length party
on such terms as can be negotiated between Altitude and such party.
It is currently anticipated that the balance of Altitude's mining
business, comprised primarily of the Altitude North Project, will
be sold to an entity controlled by two directors of the Company via
the sale of the shares of Altitude Resources Ltd. to such entity
(the "Related Party Disposition").
The Related Party Disposition would be a "related party
transaction" as defined in Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions ("MI 61-101") as a result of the Altitude
directors' relationship with purchasing entity. The Company
anticipates relying on Section 5.5(b) of MI 61-101 for an exemption
from the formal valuation requirement for the Related Party
Disposition. The Company anticipates seeking minority shareholder
approval for the Related Party Disposition in accordance with
Section 5.6 of MI 61-101.
The Altitude Dispositions would constitute the sale of all, or
substantially all, of the assets of the Company and will require
shareholder approval in accordance with the provisions of the
Business Corporations Act (Ontario).
Further information concerning the Altitude Dispositions, will
be contained in a subsequent news release and in the Circular to be
prepared in connection with the Proposed Transaction.
Proposed Concurrent Financing
Prior to or concurrent with completion of the Proposed
Transaction, Vibe will complete one or more private placement
financings (the "Concurrent Financing'') for aggregate gross
proceeds not to exceed $50 million.
The proceeds raised under the Concurrent Financing will be used to
fund the costs associated with completing the Proposed Transaction,
the U.S. Acquisition and for the Resulting Issuer's general working
capital purposes.
Further information concerning the Concurrent Financing will be
contained in a subsequent news release and in the Circular (as
defined below) to be prepared in connection with the Proposed
Transaction.
U.S. Acquisition
Vibe has entered into purchase agreements pursuant to which Vibe
has agreed to acquire certain controlling equity interests in four
entities domiciled in the United
States (the "U.S. Targets") for an aggregate purchase
price of approximately US$19 million,
payable in a combination of cash and Vibe Shares (collectively, the
"U.S. Acquisitions"). The U.S. Targets collectively
own and operate cannabis dispensaries and production facilities
located in the state of California in the United States.
Upon completion of the U.S. Acquisitions, Vibe will be a vertically
integrated cannabis company operating in the United States.
Further information concerning the U.S. Acquisitions, including
the U.S. Targets, will be contained in a subsequent news release
and in the Circular to be prepared in connection with the Proposed
Transaction.
Shareholder Approval
The Proposed Transaction and certain matters ancillary thereto
must be approved by Vibe Shareholders and Altitude Shareholders, as
applicable. A management information circular (the
"Circular") disclosing important information concerning,
among other things, the Proposed Transaction, the US Acquisitions,
the Altitude Dispositions and the Concurrent Financing will be
provided to Altitude Shareholders in due course.
Related Party Transaction
The Proposed Transaction is a "related party transaction" under
MI 61-101 as a result of being a "connected transaction" (as
defined in MI 61-101) to the Related Party Disposition. The Company
anticipates relying on Section 5.5(b) of MI 61-101 for an exemption
from the formal valuation requirement for the Proposed Transaction.
The Company anticipates seeking minority shareholder approval for
the Proposed Transaction in accordance with Section 5.6 of MI
61-101.
Trading Halt
At the Company's request, trading in the Altitude Shares was
halted on June 5, 2018. Trading is
expected to remain halted until, at the earliest, the completion or
termination of the Proposed Transaction.
About Altitude
Altitude Resources is a Canadian coking coal exploration and
development company focused on developing its portfolio of coking
coal properties in the province of Alberta, Canada. Altitude's properties
are all located within close proximity to rail with spare capacity
and the ability to provide transport of coal to deep-water ports on
the west coast of Canada to
service the growing demand from world markets.
About Vibe
All information in this news release relating to Vibe is the
sole responsibility of Vibe. Management of Altitude has not
independently reviewed this disclosure nor has Altitude's
management hired any third party consultants or contractors to
verify such information.
Vibe was incorporated on June 11,
2018, under the Business Corporations Act
(Ontario) for the purpose, among
other things, of acquiring the U.S. Targets and completing the
Proposed Transaction. Vibe does not currently have an
operating business and is focused on completing the U.S.
Acquisitions. The head office of Vibe is located at 2505 –
17 Avenue, Calgary, Alberta
T3E 7Y3.
Cautionary Note
As noted above, completion of the Proposed Transaction is
subject to a number of conditions including, without limitation,
(i) the approval of the delisting of the Altitude Shares from the
TSXV; (ii) the approval of the listing of the Altitude Shares on
the Canadian Securities Exchange (the "CSE"); (iii) the completion
of the Altitude Dispositions; (iv) the approval of the Proposed
Transaction by the Vibe Shareholders; and (v) the approval of
various matters related to the Proposed Transaction by the Altitude
Shareholders; and (vi) other conditions customary for a transaction
of this nature. Where applicable, the Proposed Transaction cannot
close until the required approvals have been 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
continuous disclosure document containing full, true and plain
disclosure regarding the Proposed Transaction, required to be
filed with the securities regulatory authorities having
jurisdiction over the affairs of the Company, any
information released or received with respect to the
Proposed Transaction may not be accurate or complete and should not
be relied upon. The trading in the securities of Altitude, if
reinstated prior to completion of the Proposed Transaction, should
be considered highly speculative.
Cautionary Note Regarding
Forward-Looking Statements:
This news release contains statements that constitute
"forward-looking statements." Such forward looking statements
involve known and unknown risks, uncertainties and other factors
that may cause Altitude's actual results, performance or
achievements, or developments to differ materially from the
anticipated results, performance or achievements expressed or
implied by such forward-looking statements. Forward looking
statements are statements that are not historical facts and are
generally, but not always, identified by the words "expects,"
"plans," "anticipates," "believes," "intends," "estimates,"
"projects," "potential" and similar expressions, or that events or
conditions "will," "would," "may," "could" or "should" occur.
Forward-looking statements in this document include, among
others, statements relating to Altitude's expectations regarding
the completion of the Proposed Transaction (including the
required approvals therefor), the Concurrent Financing, the U.S.
Acquisitions, the Altitude Dispositions (including the Related
Party Disposition), the business plans of the Resulting Issuer,
Altitude's proposed name change and other statements that are
not historical facts. By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, or
other future events, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors and risks include, among
others:
- that there is no assurance that the parties will obtain the
requisite director, shareholder and regulatory approvals for the
Proposed Transaction, the Related Party Disposition and all matters
ancillary thereto;
- there is no assurance that the Concurrent Financing will be
completed or as to the actual offering price or gross proceeds to
be raised in connection with the Concurrent Financing;
- there is no assurance that the U.S. Acquisitions will be
completed or as to the terms and conditions of such acquisition or
purchase price to be paid for the U.S. Targets;
- there is no assurance that the Altitude Dispositions will be
completed or as to the terms and conditions of such dispositions,
the consideration to be received by the Company in respect thereof
or as to the identity of the acquiring parties;
- following completion of the Proposed Transaction, the Resulting
Issuer may require additional financing from time to time in order
to continue its operations. Financing may not be available when
needed or on terms and conditions acceptable to Altitude;
- compliance with extensive government regulation;
- domestic and foreign laws and regulations could adversely
affect the Resulting Issuer's business and results of
operations;
- the stock markets have experienced volatility that often has
been unrelated to the performance of companies. These fluctuations
may adversely affect the price of the Resulting Issuer's
securities, regardless of its operating performance;
- adverse changes in the public perception of cannabis;
- decreases in the prevailing prices for cannabis and cannabis
products in the markets that the Resulting Issuer will operate in;
and
- there is no assurance that the Proposed Transaction will close
on the terms anticipated or at all.
When relying on the Altitude's forward-looking statements and
information to make decisions, investors and others should
carefully consider the foregoing factors and risks and other
uncertainties and potential events. Altitude has assumed that the
material factors referred to in the previous paragraphs will not
cause such forward-looking statements and information to differ
materially from actual results or events. However, the list of
these factors is not exhaustive and is subject to change and there
can be no assurance that such assumptions will reflect the actual
outcome of such items or factors. Altitude undertakes no obligation
to update these forward-looking statements in the event that
management's beliefs, estimates or opinions, or other factors,
should change.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS
RELEASE REPRESENTS THE EXPECTATIONS OF ALTITUDE AS OF THE DATE OF
THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH
DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING
INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY
OTHER DATE. WHILE ALTITUDE MAY ELECT TO, IT DOES NOT UNDERTAKE TO
UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED
IN ACCORDANCE WITH APPLICABLE LAWS.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities in the United States. The Company's securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any state securities laws and may not be offered or
sold within the United States or
to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited to, director,
shareholder and regulatory acceptance. 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
Circular to be prepared in connection with the Proposed
Transaction, any information released or received with
respect to the Proposed Transaction may not be
accurate or complete and should not be relied upon. Trading in
the securities of Altitude should be considered highly
speculative.
Neither the TSX Venture Exchange Inc. nor the Canadian
Securities Exchange has in any way passed upon the merits of
the Proposed Transaction and neither has approved nor
disapproved the contents of this news release.
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 news release.
SOURCE Altitude Resources Inc.