|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.
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