1011705 B.C. Ltd. Agrees to Complete Share Exchange with EastWest Science Ltd.
Vancouver, British Columbia (FSCwire) - 1011705 B.C. Ltd. (the "Company") is pleased to announce that it has agreed to the terms of a share exchange agreement dated as of March 10, 2017 (the "Share Exchange Agreement") with EastWest Science Ltd. ("EastWest") to complete the proposed acquisition of all of the issued and outstanding Class A shares of EastWest.
EastWest is private British Columbia company dealing at arm's length to the Company. EastWest is a national and international consumer products company that use hemp as the base ingredient for all its products. EastWest is the corporate head of a family of brands in a variety of consumer products segments including:
- Natural Advancements: Natural Nutraceuticals and Health supplements
- Earth's Menu: Hemp based foods and baking ingredients
- Natural Pet Science: Hemp based pet foods, nutritional products, and (future) veterinary products
- BeautiHemp: Hemp based cosmetics line
- HempFXSport: Hemp based sport, fitness and energy nutrition product line.
EastWest is vertically integrated to develop and market products from seed-to-sale. EastWest plans to have one or more subsidiary companies for hemp farming and contracting hemp farmers, hemp processing facilities, hemp product manufacturing facilities, hemp exporting, hemp marketing and distribution, and (future) hemp product retail outlets/stores.
The transaction will be carried out as a share exchange pursuant to which: (i) the Company will acquire all of the issued and outstanding shares of EastWest, and EastWest will become a wholly-owned subsidiary of the Company; and (ii) shareholders of EastWest will be issued one common share of the Company for every one share of EastWest held at the closing date. The Company will issue to EastWest shareholders a total of 33,567,118 common shares at a deemed price of $0.02 per share, for a total deemed value of $671,342. The transaction will constitute a reverse take-over such that EastWest will become a wholly-owned subsidiary of the Company and the former shareholders of East West will own approximately % of the then issued and outstanding common shares of the Company. All of the shares issued to EastWest's shareholders will be subject to resale restrictions under applicable securities laws in Canada.
Completion of the acquisition of EastWest remains subject to a number of conditions, including but not limited to, satisfaction of standard closing conditions for transactions of this nature. One of the conditions of closing is that shareholders of EastWest holding at least 90% of EastWest's issued and outstanding shares agree to sell their shares to the Company.
On closing of the transaction, Rodney Gelineau, Doug Horne and John MacPhail will be added to the Company's board of directors together with current director Richard Shatto. The new management team will be led by Rodney Gelineau as Chief Executive Officer and Geoff Balderson will be appointed the Chief Financial Officer of the Company.
For further information, please contact:
CEO & Director
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, 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 news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a registration statement containing detailed information about the company and management, as well as financial statements.
Disclaimer for Forward-Looking Information:
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal by the Company to complete the Share Exchange, issuances of securities thereunder and associated transactions, including statements regarding the terms and conditions of the Share Exchange Agreement and statements regarding EastWest’s business, products and future plans. Although the Company believes that the expectations reflected in the forward looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Such forward looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not complete the Share Exchange and associated transactions for any reason, that the ultimate terms of the Share Exchange and associated transactions will differ from those that currently are contemplated, and that EastWest’s products and business plans will vary from those stated in this news release and that EastWest may not be able to carry out its business plans as expected. Except as required by law, the Company expressly disclaims any obligation, and does not intend, to update any forward looking statements or forward-looking information in this news release. The statements in this press release are made as of the date of this release.
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Source: 1011705 B.C. Ltd
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