/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY, Jan. 29, 2019 /CNW/ - Altitude Resources Inc.
("Altitude" or the "Company") (TSXV: ALI) and Vibe
Bioscience Corporation ("Vibe") are pleased to announce that
their respective shareholders have voted overwhelmingly in favour
of the previously announced acquisition by Altitude of all of the
issued and outstanding shares of Vibe pursuant to a three-cornered
amalgamation (the "Amalgamation") which, when completed,
will result in a reverse takeover of Altitude.
At Altitude's annual & special shareholder meeting (the
"Altitude Meeting"), Altitude shareholders approved,
among other things: (i) the Amalgamation; (ii) the disposition of
the Company's wholly-owned subsidiary to a related party (the
"Altitude Disposition"); (iii) the delisting of the
Company's common shares (the "Altitude Shares") from the TSX
Venture Exchange (the "TSXV"); (iv) a change of name to
"Vibe Biosciences Corp."; and (v) a consolidation of the Altitude
Shares on the basis of a ratio of one (1) post-consolidation share
for each five (5) to fifteen (15) shares.
At the Altitude Meeting, Altitude shareholders also elected
Mark Waldron, Jim Meloche, Gregory
Bass and Brian Arbique to
serve as the Company's directors from the effective time of the
Amalgamation. The current directors of Altitude, Eugene Wusaty, Doug
Porter, Wes Roberts,
Andrew Wusaty and Pierre Gagnon were elected as directors to serve
until the effective time of the Amalgamation.
The completion of the Amalgamation remains 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 Disposition; (iv) the completion of
satisfactory due diligence by each of the parties; and (v) other
conditions customary for a transaction of this nature. There
can be no assurance that the Amalgamation will be completed on the
terms proposed or at all. Altitude and Vibe currently
anticipate the Amalgamation will be completed in the first quarter
of 2019.
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 Amalgamation.
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
Amalgamation. Vibe does not currently have an operating
business and is focused on completing the acquisitions of certain
controlling equity interests in five entities located in
the United States (the "U.S.
Targets").
Upon completion of the acquisition of the U.S. Targets, Vibe
will be a vertically integrated cannabis company operating and
developing operations in the United
States. The closing of the acquisition of the U.S.
Targets remains subject to various conditions, including the
completion of due diligence by Vibe and various licensing,
regulatory and third-party approvals.
Cautionary Note
Investors are cautioned
that, except as disclosed in the continuous disclosure
document containing full, true and plain
disclosure regarding the Amalgamation, 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
Amalgamation 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 Amalgamation, 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.
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:
- following completion of the Amalgamation, 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 Amalgamation 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 Amalgamation is subject to a number of
conditions, including but not limited to, director,
shareholder and regulatory acceptance. There can be no
assurance that the Amalgamation will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular prepared in connection with
the Amalgamation, any information released or
received with respect to the Amalgamation 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 Amalgamation 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.