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NEW YORK, Oct. 09, 2018 (GLOBE NEWSWIRE) -- PotBotics Inc. (the “Company” or “PotBotics”) is pleased to announce that it has entered into a letter of intent (“LOI”) dated September 26, 2018 with Express Capital Corp. (“Express Capital”), whereby the parties will complete a business combination by way of a transaction that will constitute a reverse takeover of Express Capital by PotBotics (the “Proposed Transaction”), which will result in PotBotics becoming a wholly-owned subsidiary of Express Capital (the “Resulting Issuer”) and resulting in PotBotics indirectly “going public”. Pursuant to the Proposed Transaction, the Resulting Issuer will apply to list its common shares (the “Resulting Issuer Shares”) on the Canadian Securities Exchange (the “CSE”).
As at the effective date of the Proposed Transaction, each outstanding share in the capital of PotBotics (each, a “PotBotics Share”) will be exchanged for two Resulting Issuer Shares (at a deemed price of $0.40 per Resulting Issuer Share ($0.80 per PotBotics Share)). In addition, all convertible securities of PotBotics (the “PotBotics Convertible Securities”) will be exchanged for convertible securities of the Resulting Issuer based on the same ratio that the PotBotics Shares are exchanged for Resulting Issuer Shares. Pursuant to the LOI, it is a condition of closing that each outstanding share in the capital of Express Capital (each, an “Express Share”) will be consolidated on the basis of one (1) new Express Share for every two (2) existing Express Shares (the “Express Consolidation”).
Prior to or concurrently with the Proposed Transaction, it is anticipated that one of Express Capital or PotBotics will complete a financing for minimum gross proceeds of $1,000,000 (the “Concurrent Financing”) at a price of $0.80 per share (deemed price of $0.40 following the Express Consolidation), which financing is anticipated to be structured to ensure that the shares issued pursuant thereto will be freely tradable at the time of completion of the Proposed Transaction.
Currently, PotBotics has 49,165,562 PotBotics Shares issued and outstanding and up to 14,393,746 PotBotics Shares issuable pursuant to PotBotics Convertible Securities. Express Capital currently has 5,010,050 Express Shares issued and outstanding. Upon completion of the Proposed Transaction, it is anticipated that the shareholders of each of PotBotics and Express Capital shall hold the following numbers and percentages of the Resulting Issuer Shares (without giving effect to the Concurrent Financing or the Private Placement (as defined below)) on a fully diluted basis and including 1,750,000 Resulting Issuer Shares to be issued to finders:
- Shareholders of PotBotics: 127,118,616 or 96.8%
- Shareholders of Express Capital: 2,505,025 or 1.9%
- Finders: 1,750,000 or 1.3%
- Total Resulting Issuer Shares on a pro-forma basis: 131,373,641 or 100.0%
Completion of the Proposed Transaction will be subject to a number of conditions including, but not limited to, completion of mutually satisfactory due diligence reviews, execution of a definitive agreement, completion of the Concurrent Financing, requisite shareholder approval, CSE acceptance and receipt of all required regulatory approvals.
PotBotics is also pleased to announce a proposed offering (the “Private Placement”) of up to 4,000,000 PotBotics Shares at CAD$0.75 per share (deemed price of $0.375 per share upon Completion of the Proposed Transaction) for total gross proceeds to PotBotics of up to CAD$3,000,000. The proceeds of the Private Placement will be used for business development and working capital requirements.
The PotBotics Shares issued pursuant to the Private Placement will be subject to a number of statutory restrictions on resale and trading. Subscribers are advised to consult with their own advisors concerning their particular circumstances and the particular nature of the restrictions on transfer, the extent of the applicable hold period. PotBotics is not a reporting issuer, and, as such, subject to applicable securities laws, the restrictions in trading in the PotBotics Shares will not expire. There is no market over which the PotBotics Shares can currently be transferred.
About PotBotics
PotBotics is a leading data aggregation and technology company focused on the global medical cannabis market. With a robust artificial intelligence platform that aggregates and correlates HIPAA-compliant medical data, PotBotics helps doctors and patients personalize cannabis to better predict treatment outcomes. Additionally, PotBotics will be releasing the world’s first dose-measuring vaporizer, RYAH. RYAH will provide unique insights on users’ consumption habits, cannabinoid research, and key business insights. With a strong IP portfolio for the industry’s most innovative products and services, PotBotics is able to gather insightful data on cannabis from seed to consumption.
About Express Capital
Express Capital is in the business of consulting on capital markets deal structuring, venture capital and corporate advisory. As of the date hereof, Express Capital has not commenced commercial operations. Express Capital is a reporting issuer in the Provinces of Alberta and British Columbia.
Further information
Further details about the Proposed Transaction and the Resulting Issuer will be provided in a comprehensive news release when the parties enter into a definitive agreement in respect of the Proposed Transaction. Any information released or received with respect to the Proposed Transaction in this press release may not be complete and should not be relied upon.
The securities to be issued in connection with the Proposed Transaction, Private Placement and Concurrent Financing have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as 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 is available. 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 the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Statements Regarding Forward Looking Information
This news release contains “forward looking information” and “forward looking statements” within the meaning of applicable securities laws (“forward looking statements”) relating to the proposal to complete the Proposed Transaction, Private Placement and the Concurrent Financing and associated transactions, and the release and performance of RYAH. Any such forward looking statements may be identified by words such as “expects”, “anticipates”, “believes”, “projects”, “plans” and similar expressions. Readers are cautioned not to place undue reliance on forward looking statements. Statements about, among other things, the expected terms of the Proposed Transaction, the terms and size of the Private Placement and Concurrent Financing, shareholder approval, strategic plans, the parties' ability to satisfy closing conditions and receive necessary approvals, and the release and performance of RYAH, are all forward looking statements. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the forward looking statements will occur or that, if one of both does occur, it will be completed on the terms described above. PotBotics assumes no responsibility to update or revise forward looking statements to reflect new events or circumstances unless required by applicable law.
For more information, please contact:
Investment Relations:
investorrelations@potbotics.com