CALGARY, July 25, 2019 /CNW/ - Uravan Minerals Inc.
(TSXV: UVN) ("Uravan" or the "Company") and Wellness
Scientific Corp. ("WellSc") are pleased to announce that
they have entered into of a binding letter of intent dated
July 18, 2019 (the "LOI")
which sets forth, in general terms, the basic terms and conditions
upon which Uravan and WellSc will combine their business operations
resulting in a reverse takeover ("RTO") of Uravan by WellSc
and its shareholders.
Pursuant to the terms of the LOI, it is intended that Uravan and
WellSc will enter into a business combination by way of a share
exchange, merger, amalgamation, arrangement, or other similar form
of transaction (collectively, the forgoing with any related
transaction, the "Transaction") which will result in WellSc
becoming a wholly owned subsidiary of Uravan. The final
structure of the business combination is subject to receipt by the
parties of tax, corporate, and securities law advice and will be
agreed to pursuant to definitive transaction documents expected to
be executed in the short term. The LOI provides that the
Transaction will result in a reverse takeover of Uravan by WellSc
and its shareholders and the voluntarily delisting of Uravan from
the TSX Venture Exchange and the re-listing of the Company on the
Canadian Securities Exchange (the "CSE"). The issuer
resulting from the Transaction (the "Resulting Issuer") will
carry on the business currently carried on by WellSc, which
involves cannabis activities in the USA, resulting in the Company being unable to
meet TSX Venture Exchange listing requirements post-completion of
the Transaction.
The LOI contemplates the issuance of 8,500,000 post-Consolidated
Common Shares of Uravan to acquire WellSc and the completion of the
Private Placement (as defined below). It is anticipated that the
board and management team of the Resulting Issuer will be comprised
of WellSc nominees, other than Mr. Larry
Lahusen who is expected to remain on the board of the
Resulting Issuer.
In connection with the Transaction, Uravan and WellSc are
planning to complete a concurrent private placement offering of
WellSc common shares at a purchase price which is currently
anticipated to be approximately US$0.40 per share (the "Private
Placement"). Further details on the Private Placement,
including the type and number of securities offered for issuance
and the agent or agents engaged to broker the Private Placement, if
any, will be provided and confirmed in due course once available by
way of news release. It is anticipated that the Company will hold
an annual general and special meeting of its shareholders in
connection with the Transaction, to rename the Company, approve a
10:1 consolidation of its issued and outstanding common shares (the
"Consolidation") and to continue the Company into
British Columbia.
Uravan and WellSc anticipate that the RTO will close on or
before November 29, 2019 or such
other date as mutually agreed by both parties. When a definitive
agreement between Uravan and WellSc is executed, Uravan will issue
a subsequent press release containing the details of the definitive
agreement and additional terms of the Transaction. Completion of
the Transaction is subject to a number of conditions, including but
not limited to, receiving all required shareholder, regulatory, and
other approvals. There can be no assurance that the Transaction
will be completed as proposed or at all.
WellSc is a California based
cannabis company primarily focused on the medical and adult use
retail markets in California.
WellSc also intends to acquire certain technologies and
intellectual property rights and applying same to ancillary
cannabis products.
Trading Halt
The share of Uravan are currently halted from trading, and the
trading of shares of Uravan is expected to remain halted pending
completion of the Transaction.
Further Information
Uravan will provide further details in respect of the
Transaction in due course by way of press release. Uravan will make
available all information including financial information as
required by applicable regulatory authorities and will provide, in
a press release to be disseminated at a later date, the required
disclosure.
All information contained in this press release with respect to
WellSc and Uravan was supplied by the parties respectively, for
inclusion herein, without independent review by the other party,
and each party and its directors and officers have relied on the
other party for any information concerning the other party.
This press release is not an offer of the securities for sale in
the United States. The securities
may not be offered or sold in the United
States absent registration or an available exemption from
the registration requirements of the U.S. Securities Act of 1933,
as amended (the "U.S. Securities Act") and applicable U.S.
state securities laws. Uravan will not make any public offering of
the securities in the United
States. The securities have not been and will not be
registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Investors are cautioned that, except as disclosed in the
Listing Statement to be prepared in connection with the
Transaction, any information released or received with respect to
the Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of Uravan and WellSc should
be considered highly speculative.
Cautionary Statements
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of applicable Canadian securities
legislation. All statements, other than statements of historical
fact, are forward-looking statements and are based on expectations,
estimates and projections as at the date of this news release. Any
statement that involves discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions,
future events or performance (often but not always using phrases
such as "expects", or "does not expect", "is expected",
"anticipates" or "does not anticipate", "plans", "budget",
"scheduled", "forecasts", "estimates", "believes", an or
"intends" or variations of such words and phrases or stating
that certain actions, events or results "may" or "could", "would" ,
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
statements. In this news release, forward-looking statements
relate, among other things, to: the terms and conditions of the
Transaction, the business and operations of WellSc and the
Resulting Issuer; the completion and terms of the Private
Placement, the timing of holding the shareholders meeting of the
Company, the constitution of the Resulting Issuer's board and
management terms, and the trading and listing of the Resulting
Issuer shares as the case may be. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable, are subject to known and unknown
risks, uncertainties, and other factors which may cause the actual
results and future events to differ materially from those expressed
or implied by such forward-looking statements. Such factors
include, but are not limited to: general business, economic,
competitive, political and social uncertainties; and the delay or
failure to receive board, shareholder, court or regulatory
approvals. 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 the
forward-looking statements and information contained in this news
release. Except as required by law, Uravan and WellSc assume no
obligation to update the forward-looking statements of beliefs,
opinions, projections, or other factors, should they change, except
as required by law.
Unlike in Canada which has
Federal legislation uniformly governing the cultivation,
distribution, sale and possession of medical cannabis under the
Access to Cannabis for Medical Purposes Regulations (ACMPR),
readers are cautioned that in the U.S., cannabis is largely
regulated at the State level. To the Company's knowledge, there are
to date a total of 33 states, plus the District of Columbia, that have legalized
cannabis in some form. Notwithstanding the permissive regulatory
environment of medical cannabis at the State level, cannabis
continues to be categorized as a controlled substance under the
Controlled Substances Act in the U.S. and as such, cannabis-related
practices or activities, including without limitation, the
manufacture, importation, possession, use or distribution of
cannabis are illegal under U.S. Federal law. Strict compliance with
State laws with respect to cannabis will neither absolve the
Company of liability under the U.S. Federal law, nor will it
provide a defense to any Federal proceeding, which may be brought
against the Company. Any such proceedings brought against the
Company may adversely affect the Company's operations and financial
performance.
Neither the TSX Venture Exchange, Inc. nor its Regulation
Services Provider (as that term is defined in the polices of the
TSX Venture Exchange) has in any way passed upon the merits of the
Transaction and associated transactions and neither of the
foregoing entities has in any way approved or disapproved of the
contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Uravan Minerals Inc.