|By Marketwired .||
|May 15, 2014 02:04 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 05/15/14 -- Inform Exploration Corp. (TSX VENTURE: IX) ("Inform" or the "Company") is pleased to announce that it has entered into an interim agreement effective May 14, 2014 to acquire (the "Acquisition") all of the issued and outstanding securities of OrganiGram Inc. ("OGI"), an arms'-length private New Brunswick licensed producer of medical marihuana.
The Acquisition is expected to be structured as a Reverse Takeover ("RTO") under the rules and policies of the TSX Venture Exchange. The shareholders of OGI will receive common shares of the Company (the "Inform Shares") in exchange for their common shares of OGI (the "OGI Shares") on the basis of 34,500,000 Inform Shares at a deemed price of $0.85 per share in exchange for 18,678,496 OGI Shares (the "Share Exchange"). The interim agreement has been entered into shareholders comprising 67% of the shareholders of OGI.
In connection with the Acquisition, the Company will undertake a brokered equity financing (the "Concurrent Financing") of common shares for gross proceeds of not less than $3,000,000 for a total of 3,529,411 shares. The use of proceeds of the Concurrent Financing will be for facilities development, marketing and working capital.
Pursuant to the interim agreement, the Company has arranged a third party bridge loan of $1,000,000 (the "Bridge Loan") to be used by OGI to fund the construction and development of the OGI marihuana growing facility, including the expansion of the number of lights and consequent growing capacity. The Bridge Loan will bear interest at an annual rate of 8%, and will be fully repayable by OGI to the Bridge Loan lender in the event that the Share Exchange is not completed, and is otherwise convertible into the Concurrent Financing. Repayment of the Bridge Loan will be secured through a grant of a registerable, first-ranking security interest in and to all present and after acquired personal property of OGI, including security over revenues from its license to produce medical marihuana.
Prior to the Share Exchange, the Company will effect a consolidation of the Inform Shares (the "Consolidation") on an approximately 0.8836 to 1 basis, resulting in 7,327,204 Inform Shares being issued and outstanding on closing based on 8,292,400 Inform Shares being issued and outstanding as of the date hereof. All outstanding options to acquire common shares of Inform will be cancelled and replaced with new options issued upon closing the Acquisition in amounts and with exercise prices at the discretion of the board of directors having regard to the policies of the TSX Venture Exchange (the "TSX-V").
After the Share Exchange and Concurrent Financing, the Company is expected to have 45,356,615 common shares issued and outstanding based on the current capital structure of OGI and the Company, with current shareholders of OGI holding approximately 76% of the issued shares post closing and the current shareholders of Inform together with the Concurrent Financing shareholders holding approximately 24% of the issued shares. Following closing the Company will be engaged in the licensed production of medical marihuana.
The interim agreement contemplates material conditions precedent to be fulfilled prior to there being a binding agreement between the Company and OGI, including customary due diligence, the negotiation and execution of a definitive agreement and board approvals being obtained. Until satisfaction of these and other conditions precedent, the likelihood of closing the transaction is uncertain and trading in the securities of the Company would be highly speculative. Completion of the Acquisition is subject to a number of conditions, including, but not limited to the receipt of all necessary regulatory, corporate and third party approvals, compliance with all applicable regulatory requirements, and the completion of the Concurrent Financing for gross proceeds of not less than $3,000,000. Further disclosure concerning the terms and conditions of the Acquisition, including management, directors and advisors will be disclosed once the conditions precedent have been fulfilled and a definitive agreement is entered into.
Trading in the Company's shares has been halted in compliance with the RTO policies of the TSX-V.
"This transaction is an important and exciting step in the development of our company", said Jim Laffoley, President and Founder of OrganiGram Inc, adding, "It will provide the company with resources necessary to be a leading supplier of Condition Specific, Organically grown, Medical Marijuana in Canada as well as enabling us to extend and pursue partnerships throughout North America and internationally that assures patients and physicians of the quality, security and availability of our products".
Medical marihuana has been legally available to Canadians upon the advice of a physician since 2001. Previously, medical marijuana was only available to individuals by applying for access to Health Canada's supplies, obtaining a personal-use production license, or designating a third party to cultivate marihuana on their behalf under license. With the introduction of the Marihuana for Medical Purposes Regulations, the Government of Canada has enabled the establishment of commercial marihuana production and sale by licensed producers.
OGI became a licensed producer of medical marijuana on March 26, 2014. OGI carries out its principal activities producing and selling marijuana from its facilities in Moncton, New Brunswick pursuant to the provisions of the Marihuana for Medical Purposes Regulations and the Controlled Drugs and Substances Act and its regulations.
Inform was incorporated under the Business Corporations Act (British Columbia) and is publicly traded reporting issuer listed on the TSX-V. Inform was formerly engaged in the acquisition, exploration and development of natural resource properties and will cease all resource exploration activity concurrent with the Transaction.
Inform Exploration anticipates seeking an exemption for the sponsorship requirements of the TSX-V in connection with the transaction, however no assurance can be given that such exemption will be granted.
Completion of the proposed transaction is subject to a number of conditions, including TSX-V acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in securities of Inform Exploration Corp. should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accep ts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors - including the availability of funds, the results of financing efforts, the results of exploration activities -- that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Inform Exploration Corp.
Inform Exploration Corp.
President & Founder