Affinor Receives Approval from the CSE on Change of Bus. & Close Acquisition of Private Company in Final Stages of Medical Ma...
May 23 2014 - 5:03PM
Marketwired
Affinor Receives Approval from the CSE on Change of Business and
Close Acquisition of Private Company in Final Stages of Medical
Marihuana Growers Licence Approval
MONTREAL, CANADA--(Marketwired - May 23, 2014) - Affinor
Resources (CSE:AFI)(FRANKFURT:1AF)(PINKSHEETS:RSSFF) ("Affinor" or
the "Corporation) obtains approval of its change of business and
close its previously announced acquisition of a Medical Marijuana
growers.
Affinor is very pleased to announce that it has received
conditional approval from the Canadian Securities Exchange (the
"CSE") of its fundamental change of business, which has also been
overwhelmingly approved by the shareholders of the Corporation at
the special meeting held this day, and closed the acquisition of a
100% interest in a private British Columbia company in the final
stages of obtaining their Medical Marijuana growers licence (the
"New Subsidiary"), previously announced in its May 9, 2014 press
release (the "Acquisition").
This approval constitutes the last step of the Corporation plan
to change its primary focus from resource exploration to the
agriculture, medical marijuana and industrial hemp industries
announced on March 25, 2014. The Board of Directors and management
of the Corporation believe that it has secured the team, technology
and production facility that can allow it to quickly enter those
fast and growing industries. Affinor has identified opportunities
throughout north America and is poised to capitalize on these
opportunities very quickly. The Corporation has filed a new listing
statement on the CSE website that provides detailed disclosure of
the Corporation's new business and related risk factors.
The Corporation expects that the CSE will publish a bulletin
shortly to announce the resumption of trading on May 26, 2014.
In relation with the Acquisition, the Corporation wishes to
provide additional disclosure pertaining to the licence application
process of its New Subsidiary. At this stage the New Subsidiary has
filed its licence (the "Licence") application with Health Canada,
which identifies all the proposed personal required under the
Marihuana for Medical Purposes Regulations ("MMPR"), all
of which were principal and employees of the New Subsidiary prior
to the Acquisition. The new subsidiary expects the inspection and
approval process to be completed during the next quarter, however
there is no specific timeline established at this time. In addition
to the general risk factors described in Affinor new listing
statement and although the Corporation is confident the New
Subsidiary will meet all requirements, it should be noted that
there is no guarantee the New Subsidiary will ever obtain a license
under the MMPR.
As consideration for the Acquisition, Affinor issued an
aggregate of 2,765,000 common shares, of which 2,500,000 were
issued to Mr. Nick Brusatore (the "Issuance"), a Related Person, in
accordance with the terms of the share exchange agreement dated May
8, 2014. An additional 2,435,000 common shares will be issued upon
the issuance of the Licence.
Shareholders also approved the adoption of a new form of
articles, including the proposed name change to "Affinor Growers
Inc. / Les producteurs Affinor inc.", with an expected effective
date of May 30, 2014, the adoption Corporation's new 10% rolling
stock option plan and the replacement of its minutes book.
Nick Brusatore being a related party to Affinor within the
meaning of Regulation 61-101 respecting Protection of Minority
Security Holders in Special Transactions (the "Regulation
61-101"). The Issuance will constituted a "related party
transaction" within the meaning of Regulation 61-101. However, the
directors of the Corporation determined that the exemptions from
formal valuation and minority approval requirements provided for
respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation
61-101 could be relied on as neither the fair market value of the
securities issued in favour of the related party nor the fair
market value of the consideration paid for these securities exceed
25% of the Corporation's market capitalization, the board of
directors having acted in good faith with respect to the
determination of fair market value of the transaction concerning
the exemption threshold.
All securities issued pursuant to the Acquisition will be
subject to a hold period ending September 24, 2014.
About Affinor Resources
Inc.
Affinor Resources is a diversified publicly traded company on
the Canadian Securities Exchange under the symbol ("AFI"). Affinor
is focused on the Medical Marijuana industry as well as becoming a
producer of other cash crops such as Romaine lettuce and
Strawberries.
Further information regarding the Corporation can be found on
SEDAR at www.SEDAR.com or by visiting our profile on
www.CNSX.ca.
On Behalf of the Board of Directors
AFFINOR RESOURCES INC.
Sebastien Plouffe, President & CEO
The CSE has not reviewed and does not accept responsibility for
the adequacy or accuracy of this release
FORWARD LOOKING INFORMATION
This News Release contains forward-looking statements. The use
of any of the words "anticipate", "continue", "estimate", "expect",
"may", "will", "project", "should", "believe" and similar
expressions are intended to identify forward-looking statements.
Although the Company believes that the expectations and assumptions
on which the forward-looking statements are based are reasonable,
undue reliance should not be placed on the forward-looking
statements because the Company can give no assurance that they will
prove to be correct. Since forward-looking statements address
future events and conditions, by their very nature they involve
inherent risks and uncertainties. These statements speak only as of
the date of this News Release. Actual results could differ
materially from those currently anticipated due to a number of
factors and risks including various risk factors discussed in the
Company's disclosure documents which can be found under the
Company's profile on www.sedar.com. This News Release contains
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E the
Securities Exchange Act of 1934, as amended and such
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995.
Contact InformationSebastien PlouffePresident & CEO(514)
947-2272splouffe@affinorresources.comwww.affinorresources.comContact
Information, spokespersonVertical Designs LtdNick Brusatore,
CEO(604) 356-0411nbrusatore@gmail.comContact InformationMomentum PR
IncMax Gagne, President(514)
913-0351mgagnegodbout@momentumpr.ca
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