Welcome!

News Feed Item

Sonoma Capital Announces Share Exchange Transaction and Application to List on Canadian Securities Exchange

TORONTO, ONTARIO -- (Marketwired) -- 06/23/14 -- Sonoma Capital Inc. ("Sonoma" or the "Company") is pleased to announce that it has entered into an agreement (the "Share Exchange Agreement") with Nutritional High Ltd. ("NHL") and the shareholders of NHL whereby the Company will acquire all of the outstanding securities of NHL in exchange for securities of Sonoma (the "Transaction"). In addition, the Company also announces that it has submitted an application to list the common shares of the Company ("Company Shares") on Canadian Securities Exchange ("CSE").

Term of Transaction and Conditions to Closing

Subject to completion of satisfactory due diligence, and receipt of applicable regulatory approvals, the Company will acquire all of the issued and outstanding common shares of the NHL in consideration for 60,400,011 Company Share in the capital of the Company (the "Transaction"). The Company will also exchange all of the outstanding convertible securities of NHL on a one-for-one basis for convertible securities of the Company with the same terms. The Transaction is an arm's length transaction. Upon closing of the Transaction, the Company will have the following securities issued and outstanding:


--  71,913,631 Company Shares;
--  13,500,006 share purchase warrants ("Company Warrants") exercisable into
    Company Shares at a price of $0.05 per Company Share for a period ending
    18 months from the issuance date; and

The closing of the Transaction is subject to a number of conditions, including but not limited to, the receipt of the approval of the Company's shareholders. There can be no assurance that the Transaction will be completed as proposed or at all. Following closing of the Transaction, the Company will file the articles of amendment to change its name to "Nutritional High Inc".

NHL completed an oversubscribed private placement offering. NHL has originally marketed an offering up to $500,000 at $0.025 per unit ("NHL Unit") and upsized the amount to $675,000 due to increased demand. Each NHL Unit is comprised of one common share in the capital of NHL ("NHL Share"), and one half of one warrant (each "NHL Warrant"), exercisable into NHL Shares at a price of $0.05 for a period earlier of 36 months from issuance, and 18 months from the date NHL completes a going public transaction.

In addition, on May 28, 2014, the Company has received a subscription (the "Subscription") for $100,000 in gross proceeds from an unrelated party unable to subscribe for shares of an unlisted entity (such as NHL). This Subscription is conditional on the Company completing a listing before July 31, 2014. Pursuant to Subscription, the Company will issue an additional 4,000,000 units ("Units"). Each Unit will be comprised of one Company Share, and one half of one Company Warrant. The Units issued pursuant to Subscription will be subject to a four month hold from the date the funds are released from escrow to the Company ("Closing Date"). The Company will pay a finder's fee equal to 8% of gross proceeds raised under the Subscription and issue finder's warrants ("Finder's Warrants") equal to 8% of the Units issued. Each Finder's Warrants will be exercisable into Unit at a price of $0.025 per Unit for a period of 18 months from the Closing Date.

Application to list on the Canadian Stock Exchange

The Company has applied to list the Company Shares on the CSE following the completion of the Transaction. There can be no assurance the CSE will provide conditional or final approval of the Company's application to list the Company Shares on the CSE. Further, even if the CSE provides conditional approval, there can be no assurance that the Company will meet all of the conditions set out by the CSE.

About Nutritional High Ltd.

NHL's business objective is to take advantage of the changing regulation governing the marijuana industry in the United States and Canada by taking a multi-pronged approach to the two markets:

In the United States. The Company's focus is on designing products and brands for the edible marijuana market in states which have legalized their production and sale for medicinal and/or recreational use. The Company's business model is to work with local manufacturing partners and provide them with product and brand designs suited to local markets as well as other support services.

In Canada. The Company has signed an option to acquire a 50% interest in a company that has the right to lease a 30,000 square foot greenhouse facility located in southwestern Ontario currently in the process of applying for a producer license under the Marijuana for Medical Purposes Regulation.

This news release may contain forward-looking statements and information based on current expectations. 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 such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.

Additionally, there are known and unknown risk factors which could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein.

All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Increasing IoT connectivity is forcing enterprises to find elegant solutions to organize and visualize all incoming data from these connected devices with re-configurable dashboard widgets to effectively allow rapid decision-making for everything from immediate actions in tactical situations to strategic analysis and reporting. In his session at 18th Cloud Expo, Shikhir Singh, Senior Developer Relations Manager at Sencha, will discuss how to create HTML5 dashboards that interact with IoT devic...
The IoTs will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform. In his session at @ThingsExpo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm and share the must-have mindsets for removing complexity from the development proc...
SYS-CON Events announced today that Ericsson has been named “Gold Sponsor” of SYS-CON's @ThingsExpo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. Ericsson is a world leader in the rapidly changing environment of communications technology – providing equipment, software and services to enable transformation through mobility. Some 40 percent of global mobile traffic runs through networks we have supplied. More than 1 billion subscribers around the world re...
SYS-CON Events announced today that Peak 10, Inc., a national IT infrastructure and cloud services provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Peak 10 provides reliable, tailored data center and network services, cloud and managed services. Its solutions are designed to scale and adapt to customers’ changing business needs, enabling them to lower costs, improve performance and focus inter...
The increasing popularity of the Internet of Things necessitates that our physical and cognitive relationship with wearable technology will change rapidly in the near future. This advent means logging has become a thing of the past. Before, it was on us to track our own data, but now that data is automatically available. What does this mean for mHealth and the "connected" body? In her session at @ThingsExpo, Lisa Calkins, CEO and co-founder of Amadeus Consulting, will discuss the impact of wea...
So, you bought into the current machine learning craze and went on to collect millions/billions of records from this promising new data source. Now, what do you do with them? Too often, the abundance of data quickly turns into an abundance of problems. How do you extract that "magic essence" from your data without falling into the common pitfalls? In her session at @ThingsExpo, Natalia Ponomareva, Software Engineer at Google, will provide tips on how to be successful in large scale machine lear...
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
SYS-CON Events announced today that Enzu, a leading provider of cloud hosting solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to foc...
See storage differently! Storage performance problems have only gotten worse and harder to solve as applications have become largely virtualized and moved to a cloud-based infrastructure. Storage performance in a virtualized environment is not just about IOPS, it is about how well that potential performance is guaranteed to individual VMs for these apps as the number of VMs keep going up real time. In his session at 18th Cloud Expo, Dhiraj Sehgal, in product and marketing at Tintri, will discu...
There is an ever-growing explosion of new devices that are connected to the Internet using “cloud” solutions. This rapid growth is creating a massive new demand for efficient access to data. And it’s not just about connecting to that data anymore. This new demand is bringing new issues and challenges and it is important for companies to scale for the coming growth. And with that scaling comes the need for greater security, gathering and data analysis, storage, connectivity and, of course, the...
In his session at @ThingsExpo, Chris Klein, CEO and Co-founder of Rachio, will discuss next generation communities that are using IoT to create more sustainable, intelligent communities. One example is Sterling Ranch, a 10,000 home development that – with the help of Siemens – will integrate IoT technology into the community to provide residents with energy and water savings as well as intelligent security. Everything from stop lights to sprinkler systems to building infrastructures will run ef...
Artificial Intelligence has the potential to massively disrupt IoT. In his session at 18th Cloud Expo, AJ Abdallat, CEO of Beyond AI, will discuss what the five main drivers are in Artificial Intelligence that could shape the future of the Internet of Things. AJ Abdallat is CEO of Beyond AI. He has over 20 years of management experience in the fields of artificial intelligence, sensors, instruments, devices and software for telecommunications, life sciences, environmental monitoring, process...
Internap Corporation has expanded its OpenStack-based bare-metal Infrastructure-as-a-Service offering, AgileSERVER 2.0, to its data centers in Amsterdam, Dallas and Santa Clara, Calif. Launched in 2015 out of Internap’s New York Metro data center in Secaucus, N.J., AgileSERVER 2.0 is now available in four locations globally, enabling enterprises and devops teams running mission-critical applications and big data workloads to build scale-out infrastructure environments that are higher performing ...
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
Much of the value of DevOps comes from a (renewed) focus on measurement, sharing, and continuous feedback loops. In increasingly complex DevOps workflows and environments, and especially in larger, regulated, or more crystallized organizations, these core concepts become even more critical. In his session at @DevOpsSummit at 18th Cloud Expo, Andi Mann, Chief Technology Advocate at Splunk, will show how, by focusing on 'metrics that matter,' you can provide objective, transparent, and meaningfu...