Tickers: XTSE:LES.H, XTSX:LES.H
Tags: #RealEstate
Vancouver, Canada - TheNewswire - July 24, 2019 - Leis Industries Limited (NEX: LES.H) ("Leis" or the "Company") would like to inform shareholders that it has signed a Letter of Intent, dated July 19, 2019, by which Leis will negotiate the terms and conditions to acquire all of the issued and outstanding securities of a private turn-key real estate and infrastructure company which is in the business of providing consulting and marketing services to licensed cannabis producers and processors ("Target Co").
About Target Co.
Target Co. is engaged in the business of investing, constructing, owning and leasing infrastructure and property to licensed cannabis producers and processors. The Target Co. current tenants include Washington State Liquor and Cannabis Board ("WSLCB") License numbers: 428646 and 428006 ("The Licenses"). The licenses permit the production of up to 60,000 square feet of canopy.
The Transaction
Subject to the execution of a Definitive Agreement, the Company proposes to acquire all of the issued and outstanding common shares of Target Co. in exchange for 5,000,000 common shares of the Company at a price of $0.60 per share (the "Payment Shares"). The Payment Shares would be issued to the shareholders of Target Co., on a basis pro rata to their ownership in Target Co. Pursuant to the Transaction, the shareholders of Target Co. will become shareholders of the Resulting Issuer. The Company will also assume certain debts in an amount not to exceed $500,000 USD. There are no commissions or finders' fees being paid out. This transaction is considered to be an arm's length transaction.
The Transaction is conditional upon, among other things:
1.the parties will have received all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the Transaction, including, but without limitation, acceptance of the Exchange;
2.completion of due diligence to the satisfaction of the parties;
3.approval of the board of directors of each of LEIS and "Target Co" to final terms and conditions of the Transaction as set forth in the Definitive Agreement and all other necessary matters related thereto prior to the signing of the Definitive Agreement;
4.the signing of the Definitive Agreement;
5.completion of all matters, and the satisfaction of all conditions (unless waived in writing), under the Definitive Agreement required to be completed or satisfied on or before closing of the Transaction; and
6.the shareholders of "Target Co" will have approved the Transaction.
A shareholder meeting may be required to facilitate a change of business and fundamental acquisition and the definitive agreement will incorporate this in its terms and conditions.
"Our team in has identified a spectacular opportunity in Washington State and engaged in negotiations to secure the opportunity for our shareholders", said John LaGourgue, Director of LEIS.
Additional Information
Further details regarding the proposed Transaction and the combined entity will be provided in a comprehensive press release if and when the parties enter into a Definitive Agreement. If completed, the Transaction will constitute a "Fundamental Change" pursuant to Exchange policies. The Transaction may trigger the requirement to change the exchange the Company's common shares are listed on.
The Definitive Agreement will incorporate the principal terms of the Transaction described herein, and in addition, such other terms and provisions of a more detailed structure and nature as the parties may agree upon after receiving further tax, legal and financial advice from their respective advisers. However, there is no assurance that the Definitive Agreement will be successfully negotiated or entered into.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
ON BEHALF OF THE BOARD
John LaGourgue
Director
Unit 310 - 221 West Esplanade
North Vancouver, BC V7M 3N7
604.209.9800
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.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX-Venture ("TSX-V") acceptance and, if applicable, pursuant to the requirements of the TSX-V, shareholder approval. There can be no assurance that the Transaction will be completed as proposed or at all.
Trading in the securities of the Company should be considered highly speculative.
All information in this news release concerning Target Co. has been provided for inclusion herein by Target Co. Although the Company has no knowledge that would indicate that any information contained herein concerning Target Co. is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information
Investors are cautioned that, except as disclosed in the listing 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.
Certain statements included in this press release constitute forward-looking information or statements (collectively, "forward-looking statements"), including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", "may", "should" and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.
Statements about the execution of a Definitive Agreement, closing of the Transaction, expected terms of the Transaction, the number of securities of the Company that may be issued in connection with the Transaction, the ownership of the Company, the requirement to obtain shareholder approval, if applicable, and the parties' ability to satisfy any and all other closing conditions, and receive necessary regulatory and TSX-V approvals in. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including, anticipated costs, and the ability to achieve its goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions, changes in legislation and regulations, increase in operating costs, equipment failures, failure of counterparties to perform their contractual obligations, litigation, the loss of key directors, employees, advisors or consultants and fees charged by service providers. Forward- looking statements contained in this press release are expressly qualified by this cautionary statement. 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 Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company's forward-looking statements. Neither the TSX-V nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.
There can be no assurance that the proposed Transaction or private placements will be completed or, if completed, will be successful.
The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
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