|By Marketwired .||
|June 23, 2014 01:08 PM EDT||
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.
Sonoma Capital Inc.
Big Data, cloud, analytics, contextual information, wearable tech, sensors, mobility, and WebRTC: together, these advances have created a perfect storm of technologies that are disrupting and transforming classic communications models and ecosystems. In his session at @ThingsExpo, Erik Perotti, Senior Manager of New Ventures on Plantronics’ Innovation team, provided an overview of this technological shift, including associated business and consumer communications impacts, and opportunities it ...
Jul. 27, 2016 11:35 AM EDT
Aspose.Total for .NET is the most complete package of all file format APIs for .NET as offered by Aspose. It empowers developers to create, edit, render, print and convert between a wide range of popular document formats within any .NET, C#, ASP.NET and VB.NET applications. Aspose compiles all .NET APIs on a daily basis to ensure that it contains the most up to date versions of each of Aspose .NET APIs. If a new .NET API or a new version of existing APIs is released during the subscription peri...
Jul. 27, 2016 11:15 AM EDT Reads: 881
Enterprise networks are complex. Moreover, they were designed and deployed to meet a specific set of business requirements at a specific point in time. But, the adoption of cloud services, new business applications and intensifying security policies, among other factors, require IT organizations to continuously deploy configuration changes. Therefore, enterprises are looking for better ways to automate the management of their networks while still leveraging existing capabilities, optimizing perf...
Jul. 27, 2016 11:00 AM EDT Reads: 1,208
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
Jul. 27, 2016 11:00 AM EDT Reads: 675
Ixia (Nasdaq: XXIA) has announced that NoviFlow Inc.has deployed IxNetwork® to validate the company’s designs and accelerate the delivery of its proven, reliable products. Based in Montréal, NoviFlow Inc. supports network carriers, hyperscale data center operators, and enterprises seeking greater network control and flexibility, network scalability, and the capacity to handle extremely large numbers of flows, while maintaining maximum network performance. To meet these requirements, NoviFlow in...
Jul. 27, 2016 10:45 AM EDT Reads: 597
SYS-CON Events announced today that LeaseWeb USA, a cloud Infrastructure-as-a-Service (IaaS) provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. LeaseWeb is one of the world's largest hosting brands. The company helps customers define, develop and deploy IT infrastructure tailored to their exact business needs, by combining various kinds cloud solutions.
Jul. 27, 2016 10:30 AM EDT Reads: 1,211
Adding public cloud resources to an existing application can be a daunting process. The tools that you currently use to manage the software and hardware outside the cloud aren’t always the best tools to efficiently grow into the cloud. All of the major configuration management tools have cloud orchestration plugins that can be leveraged, but there are also cloud-native tools that can dramatically improve the efficiency of managing your application lifecycle. In his session at 18th Cloud Expo, ...
Jul. 27, 2016 10:30 AM EDT Reads: 1,050
Hostway Services, Inc. and WSM International have partnered to deliver trouble free migration services for any organization that wishes to bring their IT infrastructure to Hostway's Azure managed cloud services. WSM is the leader in providing turn-key IT migration services since 2003 and is now the preferred provider to any Hostway customer that is seeking to move its computer infrastructure to the Hostway Azure-based cloud.
Jul. 27, 2016 10:00 AM EDT Reads: 232
Ovum, a leading technology analyst firm, has published an in-depth report, Ovum Decision Matrix: Selecting a DevOps Release Management Solution, 2016–17. The report focuses on the automation aspects of DevOps, Release Management and compares solutions from the leading vendors.
Jul. 27, 2016 10:00 AM EDT Reads: 1,725
Continuous testing helps bridge the gap between developing quickly and maintaining high quality products. But to implement continuous testing, CTOs must take a strategic approach to building a testing infrastructure and toolset that empowers their team to move fast. Download our guide to laying the groundwork for a scalable continuous testing strategy.
Jul. 27, 2016 10:00 AM EDT Reads: 1,996
Manufacturers are embracing the Industrial Internet the same way consumers are leveraging Fitbits – to improve overall health and wellness. Both can provide consistent measurement, visibility, and suggest performance improvements customized to help reach goals. Fitbit users can view real-time data and make adjustments to increase their activity. In his session at @ThingsExpo, Mark Bernardo Professional Services Leader, Americas, at GE Digital, discussed how leveraging the Industrial Internet a...
Jul. 27, 2016 09:45 AM EDT Reads: 435
"We formed Formation several years ago to really address the need for bring complete modernization and software-defined storage to the more classic private cloud marketplace," stated Mark Lewis, Chairman and CEO of Formation Data Systems, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Jul. 27, 2016 09:30 AM EDT Reads: 1,626
Security, data privacy, reliability and regulatory compliance are critical factors when evaluating whether to move business applications from in-house client hosted environments to a cloud platform. In her session at 18th Cloud Expo, Vandana Viswanathan, Associate Director at Cognizant, In this session, will provide an orientation to the five stages required to implement a cloud hosted solution validation strategy.
Jul. 27, 2016 09:30 AM EDT Reads: 1,022
The cloud market growth today is largely in public clouds. While there is a lot of spend in IT departments in virtualization, these aren’t yet translating into a true “cloud” experience within the enterprise. What is stopping the growth of the “private cloud” market? In his general session at 18th Cloud Expo, Nara Rajagopalan, CEO of Accelerite, explored the challenges in deploying, managing, and getting adoption for a private cloud within an enterprise. What are the key differences between wh...
Jul. 27, 2016 09:30 AM EDT Reads: 2,057
Deploying applications in hybrid cloud environments is hard work. Your team spends most of the time maintaining your infrastructure, configuring dev/test and production environments, and deploying applications across environments – which can be both time consuming and error prone. But what if you could automate provisioning and deployment to deliver error free environments faster? What could you do with your free time?
Jul. 27, 2016 09:17 AM EDT Reads: 192