TORONTO, August 27, 2018 – Biome Grow (“Biome” or the“Company”) is pleased to announce that Orca Touchscreen Technologies Ltd. (CSE: OAA) (“Orca”) has received conditional approval from the Canadian Securities Exchange (the “CSE“) for the listing of the common shares in the capital of the Company (the “Common Shares”) upon closing of the previously announced three-cornered amalgamation transaction (the “Transaction”) among Biome, Orca, and 151856 B.C. Ltd. (“Orca Sub”). Closing of the Transaction and the listing of the Common Shares is subject to a number of conditions including, but not limited to, the satisfaction of all closing conditions pursuant to the Amalgamation Agreement (defined below), the completion of all remaining CSE filing requirements, and the receipt of final approval from the CSE.
Biome entered into an amalgamation agreement in respect of the Transaction with Orca and Orca Sub on April 25, 2018 (the “Amalgamation Agreement”), pursuant to which Orca Sub, a wholly-owned subsidiary of Orca, will acquire all of the issued and outstanding securities of Biome in exchange for securities of Orca. A copy of the Amalgamation Agreement and a press release announcing the transaction can be found on SEDAR under Orca’s profile. Per the news releases available on www.biomegrow.com and SEDAR under Orca’s profile, the proposed transaction was approved separately by the shareholders of Orca and Biome at their shareholder meetings held on June 27, 2018 and June 28, 2018 respectively.
Trading in common shares of the Company under the proposed symbol BIO will commence upon closing of the Transaction, which has been conditionally approved. Upon closing of the Transaction, the Board of Directors of Biome will be comprised of J. Mark Lievonen, Stephen Poirier, George Smitherman, Brett James, and interim Chief Executive Officer Khurram Malik. Bios for all Board members can be found on Biome’s website at www.biomegrow.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.
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About Biome Grow
Biome (whose corporate legal entity name is Cultivator Catalyst Corp.) has four wholly-owned subsidiaries including: Highland Grow Inc., a licensed producer in Nova Scotia under Canada’s Access to Cannabis for Medical Purposes Regulations (the “ACMPR”); P-209 Inc., a company incorporated under the laws of the Province of Ontario and in the late stages of applying for a license under the ACMPR; The Back Home Medical Cannabis Corporation, a company incorporated under the laws of the Province of Newfoundland and Labrador and in the late stages of applying for a license under the ACMPR; and, Weed Virtual Retail Inc., a company incorporated under the laws of the Province of Ontario in the business of operating a new virtual reality technology platform focused exclusively on the medical and recreational cannabis markets.
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, “ expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward‐looking statements and information concerning the Transaction, Biome’s management and its business plans. Such forward-looking statements and information reflect management’s current beliefs and are based on assumptions made by and information currently available to Biome, including, among other things, assumptions and expectations with respect to the satisfaction of all closing conditions pursuant to the Amalgamation Agreement (including the receipt of all required approvals such as final approval of the CSE); the satisfaction of all of the CSE’s conditions to the issuance of final approval (including the completion of all required filings to the CSE’s satisfaction); general economic conditions and the state of capital markets remaining stable; those individuals elected or appointed to serve as Biome’s directors neither resign nor are terminated; changing legislation and the timing associated with such changes; labour, research and development, construction, and other costs and expectations that such costs will remain low; the ability to obtain all necessary regulatory licenses, permits and approvals on a timely and cost efficient basis to produce and sell cannabis and generally operate its business in both Canada and internationally; that no litigation (including intellectual property litigation) will be initiated; the ability to enter into business partnerships, including with retail distributors of cannabis; the ability to generate sufficient cash flow to meet its working capital requirements and that sufficient financial resources will be available; and the ability to successfully market its products and services.
These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, among other things, the failure to satisfy all closing conditions pursuant to the Amalgamation Agreement (including a failure to obtain the final approval of the CSE), the failure to satisfy all of the CSE’s conditions to receipt of final approval (including the failure to complete all required filings to the CSE’s satisfaction), a change in general economic conditions or the state of capital markets, the resignation or termination of a director elected or appointed to serve Biome’s board, the failure to obtain or delays in obtaining the required regulatory licenses, permits, or approvals, changes to legislation, changes in cannabis research or the general public’s perception of cannabis, competition in the medical cannabis market, crop failure, labour disputes, increases in labour, research and development and/or construction costs, rising energy costs, the initiation of litigation (including intellectual property litigation), an inability to enter into successful business partnerships, an inability to access financing as needed, and a general economic downturn.
Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements speak only as of the date on which they are made, and Biome, or any of its subsidiaries undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.