|By Marketwired .||
|July 21, 2014 12:43 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 07/21/14 -- Buccaneer Gold Corp. ("Buccaneer") (TSX VENTURE: BGG) announced today that it has entered into a binding letter of intent (the "LOI") with 8437726 Canada Inc. doing business as MedCannAccess ("MedCannAccess") and 8437718 Canada Inc. ("MedCannAccess Holdco") which outlines the general terms and conditions of an arm's length proposed transaction pursuant to which Buccaneer will acquire all of the issued and outstanding common shares of MedCannAccess Holdco through a plan of arrangement or other form of business combination (the "Transaction") thereby acquiring and operating the MedCannAccess business. Upon completion of the Transaction, the Resulting Issuer (as defined below) will continue to carry on the business of MedCannAccess as currently constituted.
MedCannAccess, based in Toronto, Ontario and governed by the federal laws of the Canada, was established to provide access to the highest-quality medical cannabis products developed through research and innovation, aiming to improve the quality of life for persons with a wide range of conditions including chronic disabilities and terminal illnesses in accordance with the Marihuana for Medical Purposes Regulations promulgated by the Government of Canada. MedCannAccess is also a proud member of the Canadian Medical Cannabis Industry Association, the Toronto Board of Trade, the Guelph Chamber of Commerce and the Ontario Chamber of Commerce.
The business combination will result in Buccaneer adopting such name as is proposed by MedCannAccess to continue as the parent corporation of MedCannAccess (the "Resulting Issuer") with the shares of the Resulting Issuer (the "Resulting Issuer Shares") to be posted and listed for trading on the TSX Venture Exchange ("TSX-V") as of the effective time of the business combination. The LOI was negotiated at arm's length and is effective as of July 17, 2014.
The Transaction is expected to be structured as a Reverse Takeover ("RTO") pursuant to Policy 5.2 - Change of Business and Reverse Takeovers of the TSX-V. Pursuant to the terms of the Transaction, and based on the current issued and outstanding securities of Buccaneer, MedCannAccess Holdco and MedCannAccess, shareholders of MedCannAccess will receive one (1) Resulting Issuer Share for each outstanding share in MedCannAccess, representing approximately 93.49% of the issued and outstanding Resulting Issuer Shares upon completion of the Transaction, while shareholders of Buccaneer will receive one (1) Resulting Issuer Share for every twenty-three (23) common shares in Buccaneer representing approximately 6.51% of the issued and outstanding Resulting Shares upon completion of the Transaction.
The transaction terms outlined in the LOI are binding on the parties and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement"). The Transaction is subject to regulatory approval, including the approval of the TSX-V, and standard closing conditions, including the approval of the Transaction by the directors of each of Buccaneer, MedCannAccess and MedCannAccess Holdco, and completion of due diligence investigations to the satisfaction of each of the parties, as well as the conditions described below. The legal structure for the Transaction will be determined after the parties have considered all applicable tax, corporate and securities law, and accounting efficiencies.
Trading in the common shares of Buccaneer was halted prior to and as a result of this announcement and will remain halted until such time as all required documentation has been filed with and accepted by the TSX-V and permission to resume trading has been obtained from the TSX-V.
The Proposed Transaction
It is understood that immediately prior to the effective time of the Transaction, Buccaneer shall transfer all assets and cash (with the exception of $350,000 in immediately available unencumbered cash, less any agreed-upon Buccaneer costs associated with the Transaction) to a newly-incorporated company ("Buccaneer Spinco") in consideration for common shares in the capital of Buccaneer Spinco, which shall be distributed to the shareholders of Buccaneer in some proportion to be negotiated at a future time and reflected in the Definitive Agreement. The Transaction shall also provide for full and final release of the Resulting Issuer by Buccaneer Spinco from any past, present or future liabilities of Buccaneer or Buccaneer Spinco of or pertaining to the business, property and assets of Buccaneer, including, without limitation, financial, tax or other liabilities associated with the Transaction and the spin out of Buccaneer Spinco attributable to Buccaneer and Buccaneer Spinco.
As at the date hereof, (i) Buccaneer has 32,021,667 common shares issued and outstanding and securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 1,250,000 shares of Buccaneer. The shares of Buccaneer are listed for trading on the TSX-V with a deemed value of $0.03 per share; (ii) MedCannAccess Holdco has 3,000 common shares issued and outstanding; and (iii) MedCannAccess has 20,213,000 common shares issued and outstanding and securities exercisable or exchangeable for, or convertible into, or other rights to acquire, an aggregate of 3,385,680 shares of MedCannAccess (the "MedCannAccess Warrants"). The Resulting Issuer shares have a deemed price of $1.00 per share.
Pursuant to the Transaction, shareholders of MedCannAccess shall receive one (1) Resulting Issuer Share for each outstanding share in MedCannAccess, representing approximately 93.49% of the issued and outstanding Resulting Issuer Shares upon completion of the Transaction (immediately prior to giving effect to any Approved Financings (as defined below)). As a result of the Transaction, any shares in MedCannAccess underlying the MedCannAcccess Warrants will be exercisable into Resulting Issuer Shares on the same terms and conditions as such original outstanding MedCannAccess securities. Furthermore, shareholders of MedCannAccess shall have the right, if and to the extent required, to exchange any securities of MedCannAccess for securities of MedCannAccess Holdco prior to the effective time of the Transaction so that such securities can be replaced with securities of the Resulting Issuer on the same terms described above. MedCannAccess currently has an employee stock option plan in place with respect to MedCannAccess employees (the "Old ESOP"), under which no options have yet been issued. Options which may henceforth be issued will be exercisable for Resulting Issuer Shares on the same terms as such original options under the Old ESOP. It is anticipated that, following the completion of the Transaction, the Resulting Issuer will implement a new rolling employee stock option plan under which options for a quantity of Resulting Issuer Shares equal to up to an aggregate of 10% of the total issued and outstanding Resulting Issuer Shares in accordance with the policies of the TSX-V.
Pursuant to the Transaction, shareholders of Buccaneer shall receive one (1) Resulting Issuer Share for every twenty-three (23) shares Buccaneer Shares, representing approximately 6.51% of the issued and outstanding Resulting Issuer Shares upon completion of the Transaction (immediately prior giving effect to any Approved Financings). Any shares in Buccaneer underlying Buccaneer's outstanding securities exercisable or exchangeable into shares of Buccaneer shall have no entitlement to any options, common share purchase warrants or other convertible securities of the Resulting Issuer, but shall receive options, common share purchase warrants or other convertible securities of Buccaneer Spinco on the same terms and conditions as such original outstanding Buccaneer securities.
Prior to the closing of the Transaction, the Resulting Issuer may, and with the consent of Buccaneer, complete one or more transactions involving the issuance of additional securities or cash or other acquisitions of property or assets (referred to collectively as "Approved Financings"), in which case the percentage ownership interests of Buccaneer and MedCannAccess will be correspondingly adjusted on a pro rata basis to reflect additional security issuances comprising shares in MedCannAccess Holdco or MedCannAccess or securities convertible or exchangeable into shares of MedCannAccess Holdco or MedCannAccess. At present, no material steps toward any Additional Financings have been taken and no specific Additional Financings are being contemplated. It is not a condition of the closing of the Transaction that any Approved Financings be undertaken, and further announcements shall be made in the event that an Approved Financing is to be undertaken.
To date, MedCannAccess has raised approximately $3.2 million from private placement financings. The proceeds of such financings, as well as any proceeds raised through Additional Financings, will be used for general corporate and working capital purposes as the Resulting Issuer executes on its business plan. MedCannAccess had unaudited working capital of $2.8 million as at June 30, 2014. MedCannAccess has started to earn revenue from the sale of medical marijuana plants to regulated purchasers in Canada, and is currently preparing audited financial statements in connection with the Transaction. On the basis of unaudited financial statements for the year ended June 30, 2014, MedCannAccess had gross sales of approximately $235,000.
Prior to the completion of the Transaction, Buccaneer and MedCannAccess shall call a joint meeting of their shareholders for the purpose of approving, among other matters, (i) the Transaction; (ii) a change of name of Buccaneer to complement the business of the Resulting Issuer; and (iii) the election of individuals to the board of directors of the Resulting Issuer. Upon closing of the Transaction, the board of the Resulting Issuer shall be constituted in a manner that complies with the requirements of the TSX-V and applicable corporate and securities laws. Buccaneer shall be entitled to one nominee on the reconstituted board with the balance of the directors to be nominees of MedCannAccess, subject to the receipt of applicable regulatory approvals.
Proposed Management and Board of Directors of the Resulting Issuer
Subject to TSX-V approval, on completion of the Transaction, the management team and board of directors of the Resulting Issuer is expected to include the persons identified below:
Blaine Dowdle, Director and Chief Executive Officer - Mr. Dowdle is an entrepreneur with over 10 years' experience in the medical cannabis education sector. Mr. Dowdle has previously served at the helm of the Hemp Users Medical Access Network, providing information and resources surrounding the medical applications of hemp. Mr. Dowdle has served as a Director and the Secretary of the Canadian Association of Medical Cannabis Dispensaries, working to establish new patient-centred standards for the industry. He is an active member of both the Toronto Board of Trade and Ontario Chamber of Commerce, and has served as Treasurer of the African Canadian Children's Literary Festival and a Steering Committee member of the Peel Region Harm Reduction Network. Mr. Dowdle lives in Toronto, Ontario and holds a controlling interest in MedCannAccess and MedCannAccess Holdco.
Kevin Furet, Vice-President, Production - Mr. Furet is an entrepreneur with almost a decade's experience cultivating medical cannabis under Health Canada's Marihuana Medical Access Regulations (the "MMAR"). Mr. Furet has a strong knowledge of plant breeding and has developed a variety of proprietary strains. Previously, Mr. Furet operated Indoor Garden Solutions, providing cultivation equipment and advice to patients and designated persons authorized to produce under the MMAR, refining his cultivation techniques, and implementing systems designed specifically for unique medical cannabis strains. Mr. Furet lives in Toronto, Ontario and holds a controlling interest in MedCannAccess.
Rade Kovacevic, Vice-President, Business Development - Mr. Kovacevic has a wide array of business experience. Involved in capital markets from an early age, Mr. Kovacevic is active in the Guelph Young Professionals Network, the Guelph Chamber of Commerce, the Toronto Board of Trade and the Ontario Chamber of Commerce helping to develop policy to ensure Canada continues to be a supportive environment for both business and citizens. Mr. Kovacevic is the current Chair of the Canadian Medical Cannabis Industry Association Advocacy Committee and volunteers with a number of anti-poverty causes. Mr. Kovacevic focused on Management Economics, Industry Finance, and Political Science while completing his Bachelor of Arts degree at the University of Guelph in 2006. Mr. Kovacevic lives in Guelph, Ontario and holds a controlling interest in MedCannAccess and MedCannAccess Holdco.
Scott Belton, Quality Assurance Manager, Plant Research and Development Manager - Mr. Belton was previously involved in Plant Research and Development at the University of Guelph, and worked throughout his studies in the University research greenhouses and controlled growth chambers. Work also involved design and implementation of new controlled growth chambers for research which helped to decrease the carbon footprint while improving production capabilities. Mr. Belton started work in 2012 with the Gosling Research Institute for Plant Preservation (GRIPP) at the University of Guelph. This lab research involved use of plant tissue culture to establish genetic stock and propagate rare and endangered plants; as well as medicinal plants requiring specialized production. Mr. Belton has received his H.B.Sc. from the University of Guelph (Plant Science) which concentrated on plant genetics, biochemistry, pathology, tissue culture and greenhouse production. Mr. Belton also holds a Diploma from Mohawk College (Environmental Technician) where studies focused on environmental monitoring and quality assurance/quality control monitoring systems.
Theresa Kozak, Client Services Manager - Ms. Kozak received her Bachelor of Social Work from Ryerson University in 1997. Theresa's academic studies were focused on anti-oppressive, community development and practice. Ms. Kozak has worked as a strengths-based, harm reductionist counselor in various social service settings ranging from HIV/AIDS supportive housing programs, youth and adult substance use treatment centres, and community drop-in centres. She previously has served as the Co-Chair of the Peel Harm Reduction Network. She is currently registered with Ontario College of Social Workers and Social Service Workers. She will be entering McMaster University's Masters of Social Work program in September 2014.
A duly qualified Chief Financial Officer will be appointed prior to completion of the Transaction.
Paul Zyla, Director - Mr. Zyla has served as President, Chief Executive Officer and a director of Buccaneer since November 2009 has over 27 years of resource-based public company experience. Since September 1993, Mr. Zyla has been a self-employed consultant to the mining industry. Mr. Zyla is also the President, Chief Executive Officer (since May 2010) and a director (since December 2009) of Xtra-Gold Resources Corp. (TSX). Mr. Zyla graduated from the University of Toronto with a Bachelor of Science degree in 1966.
Other Conditions to Transaction
Completion of the Transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and, if applicable pursuant to TSX-V requirements, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed, or at all.
Other conditions to completion of the Transaction include, but are not limited to:
a. negotiation and execution of a Definitive Agreement in respect of the Transaction; b. preparation and filing of a disclosure document outlining the definitive terms of the Transaction in accordance with the rules of the TSX-V; c. receipt of all requisite approvals from shareholders, regulatory authorities (including the TSX-V) and third parties (including lenders or financial institutions, licensors and strategic partners involved in the manufacturing, distribution and sale of MedCannAccess' products) relating to the Transaction; d. no material adverse change prior to completion of the Transaction; e. the representations and warranties being true and correct in all material respects as of the closing of the Transaction; f. receipt of legal opinions in relation to the Transaction; g. there being no debts or amounts owing to by certain insiders and other non-arm's length persons, other than for expenses incurred in the ordinary course; h. no legal proceeding, regulatory action, inquiry or investigation as at the closing of the Transaction which may have a material adverse effect; i. no prohibition at law against the Transaction; j. compliance with the terms of the LOI; and k. no material breach of the covenants contained in the Transaction documents.
Further details about the proposed Transaction and the Resulting Issuer will be provided in a comprehensive press release when the parties enter into a Definitive Agreement and in a joint management information circular (the "Circular") to be prepared and filed in respect of the Transaction.
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a resource issuer should be considered highly speculative.
If and when a Definitive Agreement is executed, Buccaneer will issue a subsequent press release in accordance with the policies of the TSX-V containing the details of the Definitive Agreement and additional terms of the Transaction including information relating to sponsorship, summary financial information in respect of MedCannAccess, and to the extent not contained in this press release, history of MedCannAccess and the proposed directors, officers, and insiders of the Resulting Issuer upon completion of the Transaction.
Buccaneer will apply to the TSX-V for a waiver to any sponsorship requirements under the rules of the TSX-V but will engage a sponsor in connection with the Transaction if required in accordance with the policies of the TSX-V.
The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
A copy of the Definitive Agreement and Circular will be filed and available from Buccaneer's SEDAR profile available at www.sedar.com.
This news release contains forward-looking information based on current expectations. Forward-looking statements include estimates and statements that describe Buccaneer's future plans, objectives or goals, including words to the effect that Buccaneer or its management team expects a stated condition or result to occur. Forward-looking statements may be identified and include such terms as "believes", "anticipates, "expects", "estimates", "may", "could", "would", "will", or "plan". Actual results or statements relating to, among other things, the successful closing of the Transaction, execution of the Definitive Agreement, filing of the Circular, expected terms of the Transaction, the number of securities of the Resulting Issuer that may be issued in connection with the Transaction, the ownership ratio of Buccaneer and MedCannAccess post-closing, shareholder and regulatory approval of the Transaction and the parties' ability to satisfy closing conditions and receive necessary approvals 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 Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. Buccaneer assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances except in accordance, and as required by, applicable securities law.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
This press release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
Buccaneer Gold Corp.
Paul Zyla, President & Chief Executive Officer
357 Bay Street, Suite 902, Toronto, Ontario M5H 2T7
8437726 Canada Inc. dba MedCannAccess
Blaine Dowdle, Chief Executive Officer
5359 Dundas Street West, Suite 401, Toronto, ON M9B 1B1
1-877-780-6337 or 416-259-1223
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