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VVV

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Share Name Share Symbol Market Type
TSXV:VVV TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Venturi Ventures Inc. Enters Into Letter of Intent With Medna Biosciences Inc.

23/05/2014 11:09pm

Marketwired Canada


NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES


Venturi Ventures Inc. ("Venturi") (TSX VENTURE:VVV) is pleased to announce that
it has entered into a letter of intent ("LOI") with Medna Biosciences Inc.
("Medna") which outlines the general terms and conditions of a proposed
non-arm's length transaction pursuant to which Venturi proposes to acquire all
of the issued and outstanding securities of Medna in exchange for securities of
Venturi (the "Transaction"). 


Medna is a life science company focused on the research, development and
commercialization of medical marijuana. Medna will be developing its own strains
of medical marijuana designed to treat specific diseases, carrying out clinical
studies to determine the efficacy of these strains, and producing pharmaceutical
grade medical marijuana in its production facility in Richmond, British
Columbia. Medna has received its preliminary approval from Health Canada under
the Marijuana for Medical Purposes Regulations and is awaiting notification from
Health Canada that it may retrofit its facility in preparation for a Health
Canada audit. There is no assurance as to when Health Canada will issue such
notification or whether Health Canada will issue such notification at all. 


In connection with the Transaction, Venturi will consolidate its shares on a 5:1
basis (the "Consolidation") and then issue 15,000,000 post-Consolidation shares
at a deemed value of $1.00 per share to the shareholders of Medna in exchange
for all the issued and outstanding shares of Medna. In addition, prior to the
closing of the Transaction Medna will complete a private placement of between
$3,000,000 to $5,000,000 in units ("Medna Units") of Medna ("Medna Financing").
Each Medna Unit consisting of one common share of Medna and two one-half
warrants, the first full warrant being exercisable to purchase one additional
common share of Medna at $1.50 per share and the second full warrant being
exercisable to purchase one additional common share of Medna at $2.00 per share.
Pursuant to the Transaction, subscribers who received Medna Units will receive
units of Venturi on the same terms, in addition to the 15,000,000
post-Consolidation shares set out above. 


The transaction terms outlined in the LOI will be superseded by a definitive
agreement (the "Definitive Agreement") to be signed between the parties. The
Transaction is a non-arm's length transaction due to common insiders of both
entities and is subject to regulatory approval, including the approval of the
TSX Venture Exchange ("TSXV") and customary closing conditions, including the
approval of the Definitive Agreement by the directors of each of Venturi and
Medna, shareholder approval and completion of due diligence investigations to
the satisfaction of each of Venturi and Medna, as well as the conditions
described below. The legal structure for the Transaction will be determined
after the parties have considered all relevant tax, securities law, and
accounting considerations. There is no assurance that a Definitive Agreement
will be successfully negotiated or entered into and there is no assurance that
the financing as described above will be completed.


In accordance with the TSXV policies, Venturi's shares are currently halted from
trading and will remains so until such time as the TSXV determines, which may
not occur until completion of the Transaction. 


Conditions to Transaction

Completion of the Transaction is subject to a number of conditions, including
TSXV acceptance and disinterested shareholder approval as may be required. There
can be no assurance that the Transaction will be completed as proposed or at
all.


Further Information

If and when a Definitive Agreement between Venturi and Medna is executed,
Venturi will issue a subsequent press release in accordance with the policies of
the TSXV containing the details of the Definitive Agreement and additional terms
of the Transaction, including information relating to sponsorship, summary
financial information in respect of Medna, the proposed directors, officers and
insiders of Venturi upon completion of the Transaction and to the extent not
provided in this press release, additional information with respect to the Medna
Financing referred to above.


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 Venturi should be
considered highly speculative. 


The TSX Venture Exchange 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 news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States. The securities have not
been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state securities laws and may not
be offered or sold within the United States unless registered under the U.S.
Securities Act and applicable state securities laws, unless an exemption from
such registration is available. 


Forward-Looking Information

This press release contains forward-looking information based on current
expectations. Statements about the closing of the Transaction, expected terms of
the Transaction, the number of securities of Venturi that may be issued in
connection with the Transaction, the ownership ratio of Venturi post-closing,
the requirement for shareholder approval and the parties' ability to satisfy
closing conditions and receive necessary approvals are all forward-looking
information. 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. The terms
described above are not binding unless and until a Definitive Agreement is
signed. Venturi assumes no responsibility to update or revise forward-looking
information to reflect new events or circumstances unless required by law.


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this release.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Venturi Ventures Inc.
Jim Heppell
Chief Executive Officer
jim@bcaf.ca

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