Newton Energy Corporation Announces Letter of Intent for a Proposed Reverse Takeover Transaction
December 04 2018 - 3:19PM
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NEWSWIRE SERVICES OR FOR RELEASE PUBLICATION, DISTRIBUTION OR
DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES
Newton Energy Corporation (TSXV:NTN.H) (the
“
Company” or “
Newton”) announces
that it has entered into a non-binding letter of intent
(“
LOI”) with Verano Holdings, LLC
(“
Verano”), a US-based company involved in the
growing and distribution of cannabis and cannabis related products
in the United States. The LOI outlines the proposed terms and
conditions pursuant to which the Company and Verano will effect a
business combination that will result in a reverse takeover of the
Company by the securityholders of Verano (the “
Proposed
Transaction”) and the listing for trading of the
securities of the resulting issuer (the “
Resulting
Issuer”) on the Canadian Securities Exchange (the
“
CSE”).
Verano is a vertically integrated US-based
cannabis company with material revenue operating in a number of
States. Further details concerning Verano, its operations,
management and financial status will be provided following
completion of due diligence investigations and the negotiation of a
definitive agreement in respect of the Proposed Transaction (the
“Definitive Agreement”). Until then,
confidentiality provisions preclude the disclosure of certain
information concerning Verano.
The Proposed Transaction
The Proposed Transaction will be structured as
an amalgamation, arrangement, takeover bid, share purchase or other
similar form of transaction or a series of transactions determined
by the legal and tax advisors to each of Newton and Verano. The
final structure for the Proposed Transaction will be determined
after Newton and Verano have considered all applicable tax,
securities law and accounting considerations. It is anticipated
that Verano or a company established for the purpose of so doing
will conduct a private placement of subscription receipts in
conjunction with the Proposed Transaction for an amount to be
determined.
Completion of the Proposed Transaction is
subject to a number of conditions, including the negotiation and
signing of a Definitive Agreement, receipt of all necessary
securityholder and regulatory approvals, approval from the NEX
board of the TSX Venture Exchange (the “NEX”) for
the delisting of the common shares of Newton (the “Newton
Shares”) from the NEX and conditional approval of the CSE
for the listing of the Newton Shares following completion of the
Proposed Transaction.
In connection with the Proposed Transaction, the
Company will be required to, among other things:
- change its name to a name requested by Verano and acceptable to
applicable regulatory authorities;
- consolidate its outstanding Newton Shares on a basis to be
determined by the Company and Verano; and
- replace the directors and officers of the Company on closing of
the Proposed Transaction with nominees of Verano.
Upon successful completion of the Proposed
Transaction, the Resulting Issuer will carry on the business
currently carried on by Verano. There can be no guarantees that the
Proposed Transaction will be completed as proposed or at all.
The Newton Shares will remain halted until all
necessary filings have been accepted by applicable regulatory
authorities. Unless the Proposed Transaction fails to close, the
Company does not expect the Newton Shares to resume trading again
until the listing has been accepted by the CSE.
Further comprehensive information regarding the
Proposed Transaction will be provided in a future press release at
such time the parties execute a Definitive Agreement.
ON BEHALF OF THE BOARD
NEWTON ENERGY CORPORATION
Gino DeMichelePresident and Chief Executive
OfficerPhone: (403) 680-7898
Neither the NEX nor its Regulation Services
Provider (as that term is defined in the policies of the NEX)
accepts responsibility for the adequacy or accuracy of this news
release.
DISCLAIMER FOR FORWARD-LOOKING
INFORMATION
Certain statements in this press release are
forward-looking statements and are prospective in nature.
Forward-looking statements are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements, including:
the receipt of all necessary regulatory approvals, the ability to
conclude the Proposed Transaction, capital expenditures and other
costs, and financing and additional capital requirements. These
statements generally can be identified by the use of
forward-looking words such as “may”, “should”, “will”, “could”,
“intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe’’ or
“continue”, or the negative thereof or similar variations.
Forward-looking statements in this news release include statements
regarding the completion of the Proposed Transaction, the listing
of the shares of the Resulting Issuer on the CSE and the
anticipated business plan of the Company subsequent to completion
of the Proposed Transaction. Although management of the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements or forward-looking information, there
may be other factors that cause results not to be as anticipated,
estimated or intended. There can be no assurance 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 and forward looking information. The
Company assumed no obligation to update any forward-looking
statements or forward-looking information that are incorporated by
reference herein, except as required by applicable securities
laws.
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