July 8, 2015 The Company reports that it has entered into a Share Purchase Agreement to acquire a 90% interest in a Polish private company, LeenLife Pharma S.A. (hereinafter referred to as “LeenLife”), which has developed a process to isolate Omega 3 fatty acids from flax seeds. LeenLife is currently engaged in PCT (Patent Cooperation Treaty) proceedings pertaining to granting patents to the following invention: “Health-giving foodstuff containing ethyl esters of fatty acids, namely of linen oil (flax seed oil), and method for obtaining the same”. The application for granting patent protection pertains to countries of the European Union (“EU”), the Russian Federation, Ukraine, Republic of Belarus, People’s Republic of China, Republic of Korea, Japan, Commonwealth of Australia, New Zealand, Republic of South Africa, State of Israel, Federative Republic of Brazil, United States of America and Canada. LeenLife was established in 2013. The Share Purchase Agreement is subject to regulatory approval.
The purchase price is comprised of 12,232,788 shares of the Company at a deemed issuance price of $0.1875 per share for an aggregate value of $2,293,648 and $563,0444 in cash consideration due by October 31, 2015 to reimburse the vendors for tax resulting from their disposition of their shares of LeenLife. The post-transaction capital of the Issuer is 31,366,121. LeenLife shareholders will hold, in the aggregate, 39% of the post-transaction capital of the Issuer. There is no change of control resulting from this transaction. Securities issued in this transaction will be subject to applicable regulatory escrow requirements. A finder’s fee not exceeding 3% of the equity portion of the transaction will be paid in connection with this transaction to an arm’s length party for sourcing the acquisition.
Additional information on the transaction will be provided in due course.
The acquisition of LeenLife will constitute a Fundamental Change according to the CSE’s Policy Number 8 and accordingly its securities will remain halted until a comprehensive disclosure document in the form of a Filing Statement is posted in the Disclosure Hall.
For more information, please contact: Glen Macdonald, President Tel: 604.719.8129 Email: firstname.lastname@example.org
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: conditions imposed by the Canadian Securities Exchange; changes in tax laws, general economic and business conditions; and changes in the regulatory regulation. The Company cautions the reader that the above list of risk factors is not exhaustive. Currently, the Company does not have a written policy for updating forward-looking information and management refers to Part 4A and Part 4B of National Instrument 51-102 for guidance on disclosing forward-looking information. As required by applicable securities legislation, as a reporting issuer, it is the Company’s policy to update forward-looking information in its period management discussions and analyses, as required from time to time. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein. Neither the Canadian Securities Exchange nor it Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.