TORONTO, ONTARIO, September 4, 2020 – Nurcapital Corporation Ltd. (TSXV-NEX:NCL.H) (“Nurcapital” or the “Company”), a capital pool company, is pleased to announce that it has entered into a letter of intent dated September 3, 2020 (the “LOI”) with Green Sky Labs Inc. (“GSL”), a private company existing under the laws of the Province of Alberta. The LOI outlines the general terms and conditions pursuant to which Nurcapital and GSL will effect a business combination and reverse takeover transaction that will result in Nurcapital acquiring all of the issued and outstanding securities of GSL in exchange for equity in Nurcapital (the “Proposed Transaction”). The Proposed Transaction will constitute Nurcapital’s “Qualifying Transaction” under the policies of the TSX Venture Exchange (the “Exchange”).
In light of the Proposed Transaction, the Company’s previously announced Qualifying Transaction with Globex Mining Enterprises Inc. will not be proceeding. No deposits, loans or cash advances were made by the Company to Globex Mining Enterprises Inc.
Terms of the Proposed Transaction
Pursuant to the terms of the LOI, Nurcapital and GSL will negotiate and enter into a definitive agreement incorporating the principal terms of the LOI.
Prior to the completion of the Proposed Transaction, Nurcapital will consolidate all of its issued and outstanding common shares (the “Common Shares”) on the basis of one post-consolidation Common Share for approximately 3.65 pre-consolidation Common Shares (the “Consolidation Ratio”) and change its name to “Green Sky Labs Inc.”. Pursuant to the Proposed Transaction, the current shareholders of GSL will receive approximately 100,460,538 post-consolidation Common Shares. As set out further below, participants in a concurrent brokered financing of GSL (the “Concurrent Offering”) will, on closing of the Proposed Transaction, become securityholders of the resulting issuer (the “Resulting Issuer”).
The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice on the part of both Nurcapital and GSL. Completion of the Proposed Transaction is also subject to a number of other conditions, including completion of the Concurrent Offering, receipt of applicable regulatory approvals, including the approval of the Exchange for the Proposed Transaction, completion of satisfactory due diligence and the execution of a definitive agreement and related transaction documents.
Nurcapital currently has 3,219,500 common shares and 220,850 incentive stock options issued and outstanding. Under the terms of the LOI, the issued and outstanding shares of Nurcapital will be consolidated in accordance with the Consolidation Ratio, which will result in approximately 881,481 Common Shares outstanding on a fully-diluted basis.
GSL currently has 100,460,538 common shares issued and outstanding. Each GSL common share will be exchanged for one post-consolidation Common Share, such that, following the completion of the Proposed Transaction, the shareholders of GSL are expected to hold, in the aggregate, 100,460,538 post-consolidation Common Shares of the Resulting Issuer.
Assuming completion of the Proposed Transaction, but before giving effect to the Concurrent Offering, the Resulting Issuer is expected to have approximately 101,342,019 Common Shares outstanding.
Proposed Private Placement
It is a condition of the LOI that GSL will complete the Concurrent Offering, which is expected to comprise a brokered private placement of securities of GSL to raise gross proceeds of a minimum of C$5 million. Further details of the Concurrent Offering will follow at a later date.
Trading in the Common Shares of Nurcapital is suspended, and will remain suspended, until the completion of the Proposed Transaction.
Nurcapital was incorporated under the Business Corporations Act (Ontario) on January 8, 2015. The Company is listed as a capital pool company on the NEX Board of the Exchange. Nurcapital’s business objective is to identify and evaluate assets or businesses with a view to a potential acquisition by completing a “Qualifying Transaction” (akin to the Proposed Transaction).
GSL was incorporated on April 17, 2014 pursuant to the Business Corporations Act (Alberta). Since its inception, GSL has been a technology incubation company that has developed disruptive technologies in the biotech and related industries. GSL’s primary business objective is to commercialize these technologies through strategic partnerships, mergers and acquisitions as well as public offerings. GSL’s current holdings are comprised of majority or non-majority interests in the following five businesses: (a) My Next Health, a genomics-based digital therapeutics company which seeks to significantly enhance patient outcomes and reduce costs, including a genetics-based COVID-19 risk assessment application; (b) AGENTIX Biopharma Corp. (OTC:AGTX), a U.S. publicly-listed company developing pharmaceuticals and health solutions for patients and consumers using proprietary compounds and delivery systems that target the endocannabinoid system for therapeutic applications; (c) Nectar Health Sciences Inc., which owns a patent pending technology to isolate cannabinoids at high levels of purity for pharmaceutical and nutraceutical applications; (d) Kalmex Inc., a joint venture corporation focused on the development of a cannabis extraction manufacturing facility using a proprietary membrane-based technology to produce full spectrum cannabinoid extracts; and (e) Trichome Agronomy Corp., a Manitoba-based industrial hemp cultivation company that has developed a multi-stage agronomy program capable of creating high-quality, conditioned hemp flower biomass on an industrial scale and also utilizing the whole hemp plant for derivative products.
About the Resulting Issuer
The business objective of the Resulting Issuer will be to carry out the business of GSL.
A comprehensive press release relating to the Proposed Transaction, in accordance with the policies of the Exchange, will follow on or in connection with the execution of a definitive agreement relating to the Proposed Transaction.
All information contained in this news release with respect to Nurcapital and GSL was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
A filing statement in respect of the Proposed Transaction will be prepared and filed on SEDAR at www.sedar.com in accordance with Policy 2.4 of the Exchange no less than seven business days prior to the closing of the Proposed Transaction. A press release will be issued once the filing statement has been filed.
For further information regarding the Proposed Transaction, please contact: Nurcapital Corporation Ltd.
Sharief Zaman, Director Telephone: 416-754-4135 Email: firstname.lastname@example.org www.nurcapital.ca
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence, completion of the Concurrent Offering, execution of a definitive agreement in respect of the Proposed Transaction, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved of the contents of this release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any “U.S. Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “1933 Act”)) of any equity or other securities of Nurcapital or GSL. The securities of GSL or the Resulting Issuer to be issued in connection with the Concurrent Offering have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.
This release includes forward-looking statements regarding Nurcapital, GSL and their respective businesses. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Concurrent Offering and the Proposed Transaction, may not occur and could differ materially as a result of known and unknown risk factors and
uncertainties affecting the companies, including risks affecting the companies, economic factors and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward- looking statements speak only as of the date on which they are made and Nurcapital and GSL undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.