CANEX ENERGY ANNOUNCED LETTER OF INTENT FOR PROPOSED ACQUISITION OF CANNABIS ASSETS AND UPDATE ON PRIVATE PLACEMENT

CANEX ENERGY CORP.
#1305 - 1090 West Georgia Street
Vancouver, BC V6E 3V7
Tel: 604-685-9316 Fax: 604-683-1585
www.canexenergy.com

 

January 8, 2019


CANEX ENERGY ANNOUNCED LETTER OF INTENT FOR PROPOSED ACQUISITION OF CANNABIS ASSETS AND UPDATE ON PRIVATE PLACEMENT

Vancouver B.C., Canex Energy Corp. ("Canex" or the "Company") (NEX Board: CSC.H) is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) with Choom Holdings Inc.

(“Choom”) dated December 31, 2018 whereby Canex will purchase Island Green Cure Ltd. and Medi-Can Health Solutions Inc., both wholly owned subsidiaries of Choom with applications under the Access to Cannabis for Medical Purposes Regulations and their related leasehold interests.

Canex will pay $100,000 in cash to Choom in addition to issuing 9.8% of the fully diluted, pro forma, outstanding shares of Canex on closing. The previously announced private placement on October 12, 2018 has been revised, and the Company now intends (the "Private Placement") to sell between 5,000,000 to 10,000,000 units ("Units") of the Company, for gross proceeds between $500,000 to $1,000,000, subject to approval of the NEX Board of the TSX Venture Exchange (the "NEX"). Each Unit, which will comprise one common share and one-half of one common share purchase warrant, will be priced at $0.10 per Unit. Each whole warrant will entitle the holder to acquire an additional common share at a price of $0.15 for a period of 24 monthsm from the closing date. All shares issued pursuant to the Private Placement will be subject to a hold period expiring four months and a day following the date of issue. The Company may pay finder's fees in connection with the Private Placement.

To facilitate the transaction between Canex and Choom, the Company wishes to announce the appointment of Mr. Imre Kovacs as a special advisor to Canex for the evaluation of this transaction and future transactions in the cannabis space through 2019. Mr. Kovacs successful ventures include cultivation under Marihuana Medical Access Regulations licensing, value-added cannabis products development and branding initiatives which led Mr. Kovacs to establish Canada’s first municipally-licensed medical cannabis dispensary. In addition, Mr. Kovacs is a founding member of Cannabis Trade Alliance of Canada and a founding member and director of Ontario Cannabis Consumer and Retail Alliance, and has a solid business background in production, engineering and retail development.

ON BEHALF OF THE BOARD


Sherman Dahl,
President & CEO
Tel: 250-558-8340


This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Information


This news release includes certain statements that constitute “forward-looking information” within the meaning of applicable securities law, including without limitation, statements that address the Private Placement, requirements for additional capital, other statements relating to the financial and business prospects of the Company, and other matters. Forward-looking statements address future events and conditions and are necessarily based upon a number of estimates and assumptions. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved), and variations of such words, and similar expressions are not statements of historical fact and may be forward-looking statements. Forward-looking statement are necessarily based upon a number of factors that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements express or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks.


In particular, there is no guarantee that the Private Placement will be completed as proposed or at all.


Forward-looking statements are subject to a variety of risks and uncertainties, which could cause actual events, level of activity, performance or results to differ materially from those reflected in the forward-looking statements, including, without limitation: (i) that the Company may not be able to raise additional funds when necessary; (ii) competition; (iii) the uncertainty of profitability based upon the Company’s history of losses; (iv) risks related to the outcome of legal actions; (v) risks related to current global financial conditions; and (vi) other risks and uncertainties related to the Company’s prospects, and business strategy. Accordingly, actual results may differ materially from those currently anticipated in such statements. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, the loss of key directors, employees, advisors or consultants and fees charged by service providers. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

CANEX ENERGY ANNOUNCES TERMINATION OF LETTER OF INTENT WITH QUINTET VENTURES

TSX VENTURE SYMBOL: CSC December 7, 2018

CANEX ENERGY ANNOUNCES TERMINATION OF LETTER OF INTENT WITH QUINTET VENTURES

Vancouver BC, CANEX ENERGY CORP. ("Canex" or "the Company") (TSXV: CSC) announces that further to its news release dated June 23, 2017, Canex has terminated the previously announced letter of intent with Quintet Ventures Inc. ("Quintet") dated June 20, 2017 pursuant to which Canex and Quintet were to complete a business combination by way of a reverse takeover of Canex by Quintet.

Canex also advises that, in accordance with TSX Venture Exchange ("TSX-V") Policy 2.5, it has not maintained the requirements for a Tier 2 Company.  Canex must transfer its shares from trading on the TSX-V and transition to the NEX Board of the TSX-V ("NEX").  Effective as of market open on February 9, 2018, Canex’s listing will transfer to NEX and its Tier classification will change from Tier 2 to NEX, and the Filing and Service Office will change from Vancouver to NEX.

The trading symbol for Canex will change from CSC to CSC.H. There is no change in the Company’s name, no change in its CUSIP number and no consolidation of capital. The symbol extension differentiates NEX symbols from Tier 1 or Tier 2 symbols within the TSX-V.

NEX is a separate board of the TSX-V for companies previously listed on TSX-V or Toronto Stock Exchange which have failed to maintain compliance with the ongoing financial listing standards of those markets. NEX has been designed to provide a forum for the trading of publicly listed shell companies while they seek and undertake transactions in furtherance of their reactivation as companies which will carry on an active business.

 

ON BEHALF OF THE BOARD

Sherman Dahl,

President & CEO

Tel: 250-558-8340

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward-looking statements in respect of the resumption of trading. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Company can give no assurance that they will prove to be correct.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Canex Energy enters non-binding LOI for Quintet RTO

2017-06-23 19:04 ET - News Release

Mr. Sherman Dahl reports

CANEX ENERGY ANNOUNCES LETTER OF INTENT FOR PROPOSED ACQUISITION OF CANNABIS DATA BASE AND $1, 000, 000 NON-BROKERED PRIVATE PLACEMENT

Canex Energy Corp. has entered into a non-binding letter of intent with Quintet Ventures Inc. dated June 20, 2017, in respect of a proposed transaction pursuant to which a wholly owned subsidiary of Quintet is expected to acquire Canex by way of a reverse takeover for a combination of cash and share consideration. The final structure of the transaction has not yet been finalized and will be determined following receipt of tax, corporate and securities law advice for both Canex and Quintet. The proposed transaction contemplates a delisting from the TSX Venture Exchange, an initial listing on the Canadian Securities Exchange, together with a change of business, plus a financing. Upon completion of the acquisition, the combined entity will continue to carry on business under Quintet.

About Quintet Ventures Inc.

Quintet is incorporated under the laws of the government of Canada. Quintet and its affiliates have developed a cannabis patient database of over 3,500 members and growing. Quintet and its affiliates are world leaders in assisting patients within the medical marijuana program.

Quintet's business is built around today's quickly changing legislative framework. It allows for the retention of not only medical users, but also the recreational user base, when available, with its lead-generation tools. It will allow for strong patients and consumer outreach to all consumers of cannabis, making it appealing to future partners and licensed producers.

Transaction

Pursuant to the terms of the LOI, Quintet will be paid a cash payment of $500,000 and will be issued approximately 25 million common shares of Canex.

The transaction is subject to Canex completing an equity financing by way of a non-brokered private placement of units to raise aggregate gross proceeds of $1-million at an intended price of 25 cents per unit. Canex will also have an overallotment option to place up to an additional 50 per cent of the financing. Each unit will consist of one common share and one-half of one common share purchase warrant. Each full warrant will entitle the holder to purchase an additional common share at the price of 40 cents per share for a period of 12 months from the closing of the transaction. In the event that Canex's share price closes at a price of $1 per share for a period of 10 consecutive trading dates, Canex will have the option to provide notice to the warrantholders in writing or through press release to accelerate the term of the warrants to a period of 30 days following such notice. Canex may pay finders' fees in connection with the financing. The net proceeds from the financing will be used for the development of the business, potential acquisitions and general working capital purposes.

Conditions of the transaction

The transaction is subject to a number of conditions precedents, including, among other things, the negotiation and execution of a definitive agreement, satisfactory due diligence completion of the aforementioned financing, and receipt of all applicable regulatory, shareholder and third party approvals. Unless all of such conditions are satisfied or waived, to the extent they are capable of being waived, the transaction will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all.

Additional information

Further details regarding the proposed transactions and the combined entity will be provided in a comprehensive press release if and when the parties enter into a definitive agreement. For further information regarding the company, see the company's disclosure documents on SEDAR.

We seek Safe Harbor.

Canex Energy appoints Schneider as director

2017-08-18 19:40 ET - News Release

Mr. Sherman Dahl reports

CANEX APPOINTS CRAIG SCHNEIDER TO THE BOARD

Canex Energy Corp. has appointed Craig Schneider to the board. Sherman Dahl, president and chief executive officer, stated: "Craig is an extremely capable capital markets professional who will be a tremendous asset to our board. Canex is committed to creating shareholder value with a strong capital structure, a strong independent board and proven management team."

Mr. Schneider has over 25 years of extensive experience in capital market financing, business development and strategic planning with public companies in technology, biotechnology and the resource sector. He was a co-founder of Magnum Uranium Corp., a TSX Venture Exchange company which was purchased by Toronto Stock Exchange-listed Energy Fuels Inc. Mr. Schneider is also a founder of Corex Gold Corp., InMed Pharmaceuticals Inc. and Standard Graphite Corp., and has been instrumental in building these companies to their current stages of development.

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