www.venomextracts.com) manufactures and markets a range of cannabis extracts and related products to licensed retailers in the State of Arizona under the name "Venom Extracts". In addition to growing its operations in Arizona, Venom intends to pursue a growth strategy in additional US states, including near term plans for Ohio and Oklahoma. In the year ended December 31, 2018, Venom generated revenues of approximately $6.25 million and net income of approximately $0.25 million (all results are unaudited and subject to adjustment). Subsequent to year end, revenues have continued to grow and in the month of May 2019 Venom generated record sales of approximately $1.25 million.” data-reactid=”13″>Operating since 2017, Venom (www.venomextracts.com) manufactures and markets a range of cannabis extracts and related products to licensed retailers in the State of Arizona under the name “Venom Extracts”. In addition to growing its operations in Arizona, Venom intends to pursue a growth strategy in additional US states, including near term plans for Ohio and Oklahoma. In the year ended December 31, 2018, Venom generated revenues of approximately $6.25 million and net income of approximately $0.25 million (all results are unaudited and subject to adjustment). Subsequent to year end, revenues have continued to grow and in the month of May 2019 Venom generated record sales of approximately $1.25 million.
Pursuant to the Transaction, it is anticipated that PHI will consolidate its outstanding common shares on the basis of one new share for every three old shares. PHI will issue 46 million new PHI shares in exchange for 100% of the issued and outstanding shares of Venom. The final structure of the Transaction is subject to receipt of tax, corporate and securities law advice for both PHI and Venom. The Company intends to de-list from the TSX Venture Exchange and obtain a listing of its shares on a post-Transaction basis on the Canadian Securities Exchange. De-listing from the TSX Venture Exchange will be subject to receipt of PHI shareholder approval (on a majority of the minority basis).
The Transaction will be an arm’s-length transaction and will not be a related party transaction, under applicable securities rules. No deposit or advance has been made, or is anticipated to be made, by PHI to Venom in connection with the Transaction. The Company currently has 16,446,691 common shares issued and outstanding, as well as 1,300,000 stock options exercisable at $.07 per share and 2,428,688 warrants to acquire PHI shares exercisable at $0.10 per share. Venom has 100 shares currently issued and outstanding.
The Transaction is subject to a number of terms and conditions, including, but not limited to: the parties entering into a definitive agreement with respect to the Transaction (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature); the completion of satisfactory due diligence investigations by the parties on or before June 30, 2019; receipt of all necessary board and shareholder approvals; completion of the financings described below; and receipt of the approval of the CSE to list the Company’s shares following the completion of the Transaction. Additionally, PHI, as a condition of closing, plans to convert its ownership in its Philippine subsidiary to a 1% royalty interest in the underlying mining projects located in the Philippines. There can be no assurance that the Transaction will be completed as proposed or at all.
Trading in the shares of PHI is expected to remain halted throughout the duration of the Transaction and until the shares are listed on the CSE. Further details concerning the Transaction (including additional financial information) and other matters will be announced if and when a definitive agreement is reached.
It is anticipated that in connection with the Transaction the Company and Venom complete up to three financings. Firstly, to fund Transaction expenses, the Company intends to immediately complete a private placement of up to $250,000 at terms to be agreed. Secondly, Venom may complete an interim financing of up $1,300,000 at terms to be agreed. It is expressly understood that this second financing is not a condition of closing the Transaction, but may be effected to provide immediate working capital to Venom. Should this second proposed financing be completed, additional new PHI shares will be issued upon the closing of the Transaction. Finally, pursuant to the letter of intent, it is a condition of closing that the Company will have completed a financing of a minimum of $5,500,000 and up to a maximum of $10,000,000, with the structure and pricing to be in the context of market conditions prevailing at the time of closing.
All information contained in this news release relating to Venom was provided by Venom to the Company for inclusion herein. The Company has not independently verified such information and shall bear no liability for any misrepresentation contained therein. Completion of the transaction is subject to a number of conditions, including, but not limited to, CSE acceptance to list the Company’s common shares and, if applicable, pursuant to CSE requirements, majority of the minority 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. Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 PHI should be considered highly speculative.
ON BEHALF OF THE BOARD
Chief Executive Officer
For additional information, please contact:
Craig Lindsay
Tel: (604) 218-0550
https://www.newsfilecorp.com/release/45871” data-reactid=”58″>To view the source version of this press release, please visit https://www.newsfilecorp.com/release/45871
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