TORONTO, Feb. 20, 2018 (GLOBE NEWSWIRE) -- Carrie Arran Resources Inc. ("Carrie Arran") is pleased to announce that it has entered into a definitive agreement with Farmacopeia Inc. ("Farmacopeia"), to acquire a 100% interest in Farmacopeia which will constitute a reverse takeover of Carrie Arran by the shareholders of Farmacopeia (the "Transaction"). As presently contemplated, it is expected that the Transaction will be completed by way of a three-cornered amalgamation under the Canada Business Corporations Act (the "Resulting Issuer"). The parties intend to apply for listing of the Resulting Issuer's common shares on the Canadian Securities Exchange (“CSE”).
About Farmacopeia
As a late stage applicant under Canada’s Access to Cannabis for Medical Purposes Regulations, Farmacopeia is Canada’s only female focused Cannabis Health and Wellness company. Farmacopeia’s vision is to improve women’s health and wellness by developing and offering premium cannabis products designed specifically for women. Currently, the company is completing a 20,000sq.ft. high tech grow facility located on its 8-acre property in Kemptville, Ontario and plans to be fully licensed by summer 2018.
Terms of the Transaction
As part of the Transaction, Carrie Arran will seek shareholder approval for the following: (i) the Transaction, (ii) a change of its name as determined by Farmacopeia, (iii) a consolidation of its common shares at a ratio of one new common share for such number of Carrie Arran shares (the "Consolidation") that results in Carrie Arran having 901,662 post-Consolidation common shares and 342,066 warrants to purchase post-Consolidation common shares outstanding on the closing date, (iv) the election of five new board members who will replace the existing board members and take office upon completion of the Transaction; and (v) all such other ancillary matters as may be required.
Pursuant to the terms of the Transaction, each issued and outstanding common share of Farmacopeia will be exchanged for one common share of the Resulting Issuer. In addition, all outstanding incentive stock options of Farmacopeia will be exchanged for a stock option of the Resulting Issuer on equivalent terms after having given effect to all of the transactions contemplated by the Transaction.
Upon completion of the Transaction, subject to dilution as a result of additional private placement financings by Farmacopeia, it is anticipated that the Resulting Issuer will have approximately 41,243,728 Resulting Issuer common shares outstanding on a fully diluted basis, which includes stock options of the Resulting Issuer to purchase up to 4,147,646 common shares.
The completion of the Transaction will be subject to, among other things, the receipt of any required shareholder, CSE or other regulatory approvals. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Additional information with respect to the Transaction will be provided in subsequent announcements and public filings on the SEDAR profile of Carrie Arran, including in Carrie Arran’s Information Circular for its shareholder meeting and the Resulting Issuer’s Listing Statement that will comply with the listing requirements of the CSE.
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.
The CSE has not reviewed, nor approved or disapproved the content of this press release. Neither IIROC nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.
In other news Carrie Arran reports the closing, effective as of February 16, 2018, of the second tranche of the previously announced non-brokered private placement (the “Private Placement”) (see news release dated January 11, 2018) following amendment of the terms of the Private Placement, for the second tranche only, to remove the warrants. Carrie Arran issued 300,000 common shares at $0.05 per share for gross proceeds of $15,000. The cash proceeds received by the Corporation from the Private Placement will be used for general corporate expenses. The securities issued pursuant to this Private Placement are subject to a four month hold period.
For further information regarding the Transaction please contact John McBride, Chief Executive Officer, at telephone: 416-577-8829 or email: johndmcb@gmail.com.
This news release may contain or refer to forward-looking information. All information other than statements of historical fact that address activities, events or developments that the Carrie Arran believes, expects or anticipates will or may occur in the future are forward-looking statements, including statements regarding the proposed Transaction. This forward-looking information is subject to a variety of risks and uncertainties beyond the Carrie Arran’s ability to control or predict that may cause actual events or results to differ materially from those described in such forward-looking information. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Carrie Arran disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Carrie Arran believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be placed on this forward-looking information due to the inherent uncertainty thereof.