CANEX ENERGY CORP.
#1305 – 1090 West Georgia Street
Vancouver, BC V6E 3V7
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
President & CEO
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.