Cannabix Announces Plan of Arrangement to Spinout Gold Property
January 5, 2015
Vancouver, British Columbia, January 5, 2015 -- Cannabix Technologies Inc. (the “Company”) (CSE: BLO) (OTC PINK: BLOZF) is pleased to report that further to the Company’s press release dated October 30, 2014, the Company has entered into an arrangement agreement with Torino Ventures Inc. (“Spinco”), a private B.C. company and wholly-owned subsidiary of the Company.
Pursuant to the arrangement agreement, the Company has agreed to transfer 100% of the Monster Lake South Gold Property (also known as the “Hazeur Property”) and $10,000 cash to Spinco in consideration for the issuance of 8,000,000 common shares of Spinco (or 100 per cent) and to distribute these common shares to the Company’s shareholders on a pro rata basis pursuant to a plan of arrangement under the Business Corporations Act (British Columbia).
The Company will seek approval of the plan of arrangement at an annual and special general meeting of its shareholders to be held on February 17, 2015. Further information regarding the arrangement agreement and the plan of arrangement will be set forth in the notice of meeting and information circular to be prepared in connection with the meeting. A copy of the arrangement agreement will be filed on SEDAR. The record date is January 5, 2015.
Should the plan of arrangement receive approval at the meeting, it is anticipated that the plan of arrangement will be made effective shortly thereafter. Upon completion of the plan of arrangement, Spinco will become a reporting issuer in British Columbia, Alberta and Manitoba. Completion of the plan of arrangement is subject to certain conditions, including shareholder approval and the approval of the Supreme Court of British Columbia.
Should the plan of arrangement be implemented, it is anticipated that shareholders of the Company will:
• Retain their current interest in the Company; and
• Hold all of the issued and outstanding shares of Spinco, which will be a reporting issuer in British Columbia, Alberta and Manitoba and will hold the Hazeur Property and will have approximately $10,000 in cash to operate its business.
The directors of the Company have concluded that the arrangement is in the best interests of the Company and fair to all shareholders of the Company.
We seek Safe Harbor.
The information in these press releases is historical in nature, has not been updated, and is current only to the date indicated in the particular press release. This information may no longer be accurate and therefore you should not rely on the information contained in these press releases. To the extent permitted by law, Cannabix Technologies Inc. and its employees, agents and consultants exclude all liability for any loss or damage arising from the use of, or reliance on, any such information, whether or not caused by any negligent act or omission.