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CALGARY, Alberta, Oct. 05, 2018 (GLOBE NEWSWIRE) — IGC Assets Inc. (“IGC” or the “Company”) (TSXV: IGC.H) is admiring to advertise that it has entered into an amalgamation acceding with Westleaf Cannabis Inc. (“Westleaf”) and 2147378 Alberta Ltd., a wholly endemic accessory of IGC (“IGC Subco”) anachronous October 4, 2018 (the “Amalgamation Agreement”), whereby the business and assets of Westleaf and IGC will be accumulated by way of a three corned amalgamation amid Westleaf, IGC and IGC Subco in accordance with the Business Corporations Act (Alberta) (the “Proposed Transaction”). Aloft achievement of the Proposed Transaction, the issuer consistent from the Proposed Transaction (the “Resulting Issuer”) will backpack on the business ahead agitated on by Westleaf. It is advancing that aloft achievement of the Proposed Transaction the Consistent Issuer will be listed as Tier 2 Life Sciences Issuer beneath the behavior of the TSX Adventure Barter (the “TSXV” or the “Exchange”).
General Advice About Westleaf, IGC and IGC Subco
Westleaf Cannabis Inc. (“Westleaf”) is a clandestine angular chip cannabis aggregation focused on avant-garde retail experiences, agreeable cannabis brands, and exceptional cannabis production. Westleaf is headquartered in Calgary, Alberta and was congenital pursuant to the accoutrement of the Business Corporations Act (Alberta) (“ABCA”) on August 22, 2017. Since assimilation Westleaf has acclimated its funds to assassinate its angular chip business plan, which includes applying for -to-be cannabis retail food in privatized markets beyond Canada, developing an abstraction and processing ability in Calgary, Alberta and developing a ample calibration calm cannabis agronomics ability amid in Battleford Saskatchewan. Westleaf is developing a civic retail brand for its retail abstraction “Prairie Records”, which leverages the autogenetic tie of recreational cannabis and music and redefines the cannabis purchasing experience.
IGC was congenital in 1992 beneath the laws of British Columbia, and its registered appointment amid in Vancouver, British Columbia. Originally called All-embracing Green Ice Inc., on July 21, 2004, the Aggregation afflicted its name from All-embracing Green Ice Inc. to IGC Assets Inc. IGC’s antecedent arch business activities included the ysis and appraisal of accustomed ability backdrop in Canada. IGC does not currently accept an alive business and was confused from the TSXV to the NEX lath of the TSXV on July 10, 2014 due to its disability to accommodated the TSXV Tier 2 advertisement requirements.
IGC Subco was congenital pursuant to the accoutrement of the ABCA on October 4, 2018 and its arch appointment and registered and annal appointment is amid in Calgary, Alberta. IGC Subco is a wholly-owned accessory of IGC, congenital by IGC for the purpose of commutual the Proposed Transaction.
As of the date of this columnist release, IGC, IGC Subco and Westleaf do not ahead there actuality any actuality that will beneficially own or control, anon or indirectly, added than 10% of the voting rights absorbed to the accepted shares of the Consistent Issuer (the “Resulting Issuer Shares”), added than Thunderchild Developments Inc., a association absolute in the Province of Saskatchewan, which is advancing to authority 16,000,000 Consistent Issuer Shares, apery 18.61% of the Consistent Issuer Shares (excluding Consistent Issuer Shares issued in barter for Westleaf Shares issued beneath the Clandestine Adjustment (as authentic below)). Arch Delbert Wapass, a accepted administrator of Westleaf, is the accepted arch of the Thunderchild First Nation and is a proposed administrator of the Consistent Issuer. No added person, either anon or indirectly, holds a authoritative absorption in or contrarily controls or directs Westleaf.
In affiliation with the Proposed Transaction, it is accepted that the Aggregation will authority an anniversary accepted and appropriate affair of its shareholders (the “IGC Actor Meeting”) to, amid added items of business, accept resolutions to: (i) consolidate the issued and outstanding accepted shares of IGC (“IGC Shares”) on the base of 2.9233 post-share alliance IGC Shares for anniversary one pre-share alliance IGC Allotment (the “IGC Allotment Consolidation”) above-mentioned to closing of the Proposed Transaction (the “Closing”); (ii) accept a 20% anchored belted allotment assemblage plan and 20% anchored b advantage plan for IGC; (iii) abide the Aggregation from beneath the Business Corporations Act (British Columbia) to beneath the ABCA (the “IGC Continuance”); (iv) fix the cardinal of admiral at 5; and (iv) accept the admiral of IGC for the after year.
It is not advancing that the Proposed Transaction will be accountable to approval of the IGC shareholders at this time. The shareholders of Westleaf will be appropriate to accept the Proposed Transaction in accordance with the accoutrement of the ABCA.
The Proposed Transaction
Under the agreement of the Amalgamation Agreement: (i) Westleaf and IGC Subco will admix beneath the ABCA (the association continuing from such amalgamation, referred to as “Amalco”); (ii) all outstanding Westleaf b options will become exercisable for an agnate cardinal of Consistent Issuer Shares in accordance with their terms; (iii) all outstanding Westleaf belted allotment units issuable pursuant to Westleaf’s belted allotment assemblage accolade plan, if any, will be annulled and replaced with an agnate cardinal of belted allotment units of IGC; (iv) all outstanding Westleaf accepted allotment acquirement warrants will become exercisable for an agnate cardinal of Consistent Issuer Shares in accordance with their terms; (v) all outstanding Westleaf achievement warrants, if any, will become exercisable for an agnate cardinal of Consistent Issuer Shares in accordance with their terms; (vi) anniversary accepted allotment of Westleaf (each, a “Westleaf Share”) will be annulled and replaced by one absolutely paid and non-assessable Consistent Issuer Share; (vii) anniversary issued and outstanding accepted allotment of IGC Subco will be annulled and replaced by a accepted allotment of Amalco; and (viii) as appliance for the arising of the IGC Shares to aftereffect the Proposed Transaction, Amalco will affair to IGC one accepted allotment of Amalco for anniversary IGC Allotment issued to the antecedent holders of Westleaf Shares.
Upon achievement of the Proposed Transaction, the Consistent Issuer will change its name to “Westleaf Inc.”, or such added name as the admiral of the Consistent Issuer may determine.
It is estimated that there will be an accumulated of about 85,975,741 Consistent Issuer Shares issued and outstanding anon afterward achievement of the Proposed Transaction (excluding Consistent Issuer Shares issued in barter for Westleaf Shares issued beneath the Clandestine Adjustment (as authentic below)), consistent in: (i) accepted holders of IGC Shares captivation about 3,645,388 (4.24%) Consistent Issuer Shares; and (ii) accepted holders of Westleaf Shares captivation about 82,330,353 (95.76%) Consistent Issuer Shares. Anniversary Consistent Issuer Allotment issued to the holders of Westleaf Shares shall be issued at a accounted bulk of $0.54 per Consistent Issuer Allotment for accumulated appliance of $46,426,900.
Westleaf Clandestine Adjustment
In affiliation with the Proposed Transaction, Westleaf is planning to complete a circumstantial clandestine adjustment costs (the “Private Placement”). Details on the Clandestine Placement, including the bulk of gain to be raised, the blazon and cardinal of balance offered for arising and the abettor or agents affianced to agent the Clandestine Placement, if any, will be provided in due advance already accessible by way of columnist release. The closing of the Clandestine Adjustment is codicillary upon, amid added things, the cancellation of all all-important accumulated and authoritative approvals.
Management Team, Lath of Admiral and Added Assembly
Upon achievement of the Proposed Transaction, it is advancing that all of the admiral and admiral of IGC will abandon and be replaced by nominees of Westleaf. Details apropos the advancing admiral and admiral of the Consistent Issuer are set alternating below. Added admiral may be added to the lath of admiral of the Consistent Issuer in the accustomed advance and already identified, advice with account to the proposed added admiral will be included in a consecutive account release.
Scott Hurd – Calgary, Alberta – President & Arch Controlling Officer and Director
Mr. Hurd is a co-founder of Westleaf and brings cogent leadership, business development, and arch investing/capital markets expertise. Above-mentioned to Westleaf, Mr. Hurd served as the Vice President of Business Development at Grafton Asset Management, a arch Canadian asset administering aing area he was complex in raising, advance and managing over $1 billion of basic focused on real-asset investments in North America. Previously, Mr. Hurd formed for Macquarie Activity Capital’s arch advance accumulation area he focused on the alpha and beheading of investments in calm and all-embracing structured and balustrade debt, accessible and clandestine equities, and collective adventure transactions. Mr. Hurd has additionally formed for CIBC World Markets in the all-around activity advance cyberbanking group, is a CFA Charterholder and holds a Bachelor of Commerce with a above in Accounts from the University of Calgary.
Stephen Mason – Calgary, Alberta – Controlling Chairman and Director
Mr. Mason is a co-founder of Westleaf and brings over 38 years of success in developing calm and all-embracing business opportunities. Mr. Mason has led the start-up of bristles companies with the best cogent actuality Artumas Accumulation Inc., which accomplished an action amount of about $1 billion with over 200 advisers in Canada, Tanzania, and Mozambique. Mr. Mason brings all-encompassing acquaintance in interfacing with high-level government action makers, First Nations communities and non-government agencies.
Robb McNaughton – Calgary, Alberta – Director
Mr. McNaughton is a accomplice at Border Ladner Gervais LLP in the Balance and Basic Markets Group. Mr. McNaughton is a civic baton in accessible listings, including via basic basin companies and is a affiliate of the TSX Adventure Barter Bounded Advisory Committee (Alberta). Mr. McNaughton has sat on assorted accessible and clandestine boards of admiral that accommodate industrial, mining and oil and gas issuers.
Kareen Stangherlin – Calgary, Alberta – Administrator
Ms. Stangherlin has 20 years of chief banking and operational acquaintance with 16 years of absolute advance experience. Ms. Stangherlin has played key roles in ablution and growing two acknowledged Calgary-based advance firms from antecedent armamentarium to firms with added than $1 billion in assets beneath management. Ms. Stangherlin is a Lath Affiliate of the Alberta Teachers Retirement Armamentarium (ATRF) alimony and Chairs the Accounts and Planning Committee for ATRF. She is additionally a Council Affiliate of the Canadian Advocacy Council for CFA Societies Canada. Ms. Stangherlin is a Chartered Professional Accountant, a Chartered Banking Analyst, and a Certified Banking Planner, with an undergraduate amount in Accounting from the Haskayne Academy of Business at the University of Calgary. Ms. Stangherlin has becoming the ICD.D appellation from the Institute of Accumulated Directors.
Chief Delbert Wapass – Turtleford, Saskatchewan – Director
Chief Delbert Wapass has been the Arch of Thunderchild First Nation for two agreement and was ahead an controlling affiliate with the Federation of Saskatchewan Indian Nations (FSIN) for two terms. Above-mentioned roles accommodate teaching, academy administration, researching, babyminding negotiating, accessible relations, animal assets and finance. Arch Wapass holds a Bachelor of Arts amount from the University of Regina, a Bachelor of Education amount from the University of Saskatchewan, and a Master’s amount in Educational Administering from the University of Saskatchewan.
Taylor Ethans – Calgary, Alberta – Arch Banking Officer, Arch of Mergers and Acquisitions and Accumulated Secretary
Mr. Ethans is a co-founder of Westleaf and brings cogent basic markets and clandestine disinterestedness advance expertise. Above-mentioned to aing Westleaf, Taylor was a Vice President for TriWest Basic Partners area he accomplished eleven acquisitions and divestitures in accomplishment and retail focused businesses, accretion over $1 billion in valuation. In addition, Mr. Ethans served as a Administrator on the boards of Landmark Cinemas and Trimlite Manufacturing. Above-mentioned to TriWest Basic Partners, Mr. Ethans formed at RBC Basic Markets area he was complex in abundant accessible disinterestedness and debt financings. Mr. Ethans holds a Bachelor of Commerce (honours with Distinction) with a above in Accounts from the University of Manitoba.
Pat Whelan – Calgary, Alberta – Controlling Vice President
Mr. Whelan is a co-founder of Westleaf and brings over 30 years of controlling administering and ambitious experience. Mr. Whelan ahead served as the Founder and CEO of Atlantic Directional Inc. which he awash to Ensign Activity Casework in 2011. Mr. Whelan afresh served on the lath of a aerial advance cannabis retail artefact aggregation and adjourned the auction of the Canadian administering rights for the company’s articles to Canopy Advance Association in 2017.
The afterward bodies will be active by a wholly-owned accessory of the Consistent Issuer and in affiliation therewith will be accouterment casework basic to the business of the Consistent Issuer:
Shon Williams – Denver, Colorado – Arch Development Officer of Westleaf All-embracing Inc.
Mr. Williams has twenty-four additional years of acquaintance in authoritative leadership, cardinal planning, diplomacy administering (PM), R&D, ops, and business development (BD). He ahead served as Administrator of BD, PM & Architecture for MJardin, one of the world’s better cannabis companies, area he collection multi-national/multi-state amplification and brought activity and architecture conduct to the industry. After earning a BS in Mech/Aero Engineering from West Point, Mr. Williams served 20 years in the Air Force in roles such as amplitude systems development, flight test, all-embracing cooperation and F-22/F-15 fighter programs including arch the better (US$30 billion) all-embracing auction in U.S. history. Mr. Williams additionally deployed to Afghanistan with NATO. After retirement as a Lt Col Mr. Williams became BD Administrator for Calspan Aerospace. Mr. Williams has an MS in Astronautical Engineering and is a USAF Analysis Pilot Academy graduate.
Ben Kaanta – Denver, Colorado – Arch Operating Officer of Westleaf All-embracing Inc.
Mr. Kaanta was the above Administrator of Operations for MJardin, one of North America’s better cannabis agronomics businesses. While there, Mr. Kaanta oversaw all aspects of circadian operations in over a dozen bartering agronomics facilities, the start-up of accession dozen facilities, and the development of training and ytics programs. Previously, Mr. Kaanta oversaw the start-up and aboriginal date operations of assorted atom accelerator based blight ysis centers, managed artefact development for biomedical instrumentation, and performed ysis & development on ion thrusters for NASA. Mr. Kaanta holds a BSC in Mechanical Engineering with a Minor in Mathematics, is a certified Activity Administering Professional (PMP), and holds two patents.
Christian Monson – Denver, Colorado – Arch Acknowledged Officer & VP of Strategy of Westleaf All-embracing Inc.
Mr. Monson was the above Accepted Counsel for MJardin, one of North America’s better cannabis agronomics businesses, which operates in assorted jurisdictions. In this position, Mr. Monson oversaw all acknowledged diplomacy while alive carefully with the controlling aggregation in the abiding development of the business, including co-leading the business with two added admiral and abiding almanac month-over-month acquirement and accumulation gains. Mr. Monson has activity managed acknowledged merit-based cannabis authorization appliance autograph efforts for audience in several states and was in allegation of ensuring licensing acquiescence for over 70 accompaniment and bounded cannabis licenses.
Selected Circumscribed Banking Advice of WestleafThe afterward called circumscribed banking advice of Westleaf has been supplied to IGC by Westleaf for purposes of admittance herein in accordance with TSXV requirements:
Restrictions on Securities
The Amalgamation Acceding provides that in accession to any resale restrictions applicative to the Consistent Issuer Shares pursuant to the behavior of the TSXV or applicative laws, all of the Consistent Issuer Shares issued to the holders of Westleaf Shares in barter for their Westleaf Shares will be accountable to a four ages belted aeon from the date of the Closing, during which time the holders of such Consistent Issuer Shares shall not be acceptable to barter or contrarily advertise or actuate of such Consistent Issuer Shares after the authentic accounting accord of the Consistent Issuer.
Certain Arch balance (as authentic in TSXV policies) will be accountable to escrow, in accordance with TSXV Action 5.4 – Escrow, Vendor Appliance and Resale Restrictions.
Sponsorship of the Proposed Transaction may be appropriate by the TSXV unless an absolution or abandonment from this claim can be acquired in accordance with the behavior of the TSXV. IGC intends to administer for a abandonment of the advocacy requirement. There is no affirmation that a abandonment from this claim can or will be obtained.
The IGC Shares are currently apoplectic from trading and are not accepted to resume trading until achievement of the Proposed Transaction.
Conditions to Achievement of the Proposed Transaction and Authoritative Matters
The parties to the Proposed Transaction are at arm’s breadth and accordingly it is advancing that the Proposed Transaction will not be a “Non-Arm’s Breadth Transaction” for the purposes of TSXV Action 5.2 – Changes of Business and Reverse Takeovers as none of the directors, admiral or assembly of IGC, or any of their corresponding assembly or affiliates, own any balance of Westleaf.
Completion of the Proposed Transaction is accountable to a cardinal of altitude including, but not bound to, achievement of the Clandestine Placement, closing altitude accepted to diplomacy of the attributes of the Proposed Transaction, approvals of all authoritative bodies accepting administration in affiliation with the Proposed Transaction, TSXV accepting of the Proposed Transaction and, if applicative pursuant to Barter requirements, majority of the boyhood actor approval. Area applicable, the Proposed Transaction cannot aing until the appropriate actor approvals are acquired and there can be no affirmation that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as appear in the administering advice annular or filing account to be able in affiliation with the Proposed Transaction, any advice appear or accustomed with account to the Proposed Transaction may not be authentic or complete and should not be relied upon. Trading in the balance of IGC should be advised awful speculative.
The Barter has in no way anesthetized aloft the claim of the Proposed Transaction and has neither accustomed nor banned the capacity of this columnist release.
For added information, amuse contact:
IGC Assets Inc. Jacqueline M. Tucker, Interim CEO & CFOPhone: (403) 262-3315
Westleaf Cannabis Inc. Scott Hurd, President & CEOPhone: (403) 870-4798
This account absolution contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) aural the acceptation of the applicative Canadian balance legislation. All statements, added than statements of absolute fact, are advanced statements and are based on expectations, estimates and projections as at the date of this account release. Any account that involves discussions with account to predictions, expectations, beliefs, plans, projections, objectives, assumptions, approaching contest or achievement (often but not consistently application phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or advertence that assertive actions, contest or after-effects “may” or “could”, “would”, “might” or “will” be taken to action or be achieved) are not statements of absolute actuality and may be advanced statements. In this account release, advanced statements relate, amid added things, to: the agreement and altitude of the Proposed Transaction, the pro forma assets of the Consistent Issuer, the Clandestine Adjustment and the advancing blazon and cardinal of balance to be issued thereunder, the IGC Actor Meeting, the IGC Name Change, the IGC Allotment Consolidation, the IGC Continuance; the Westleaf actor meeting, the business and operations of Westleaf and the Consistent Issuer, the go-forward administering of the Consistent Issuer and the trading of the Consistent Issuer Shares and the development of Westleaf’s facilities. Advanced statements are necessarily based aloft a cardinal of estimates and assumptions that, while advised reasonable, are accountable to accepted and alien risks, uncertainties, and added factors which may account the absolute after-effects and approaching contest to alter materially from those bidding or adumbrated by such advanced statements. Such factors include, but are not bound to: accepted business, economic, competitive, political and amusing uncertainties; and the adjournment or abortion to accept board, shareholder, cloister or authoritative approvals. There can be no affirmation that such statements will prove to be accurate, as absolute after-effects and approaching contest could alter materially from those advancing in such statements. Accordingly, readers should not abode disproportionate assurance on the advanced statements and advice independent in this account release. Except as appropriate by law, IGC and Westleaf accept no obligation to amend the advanced statements of beliefs, opinions, projections, or added factors, should they change, except as appropriate by law.
This columnist absolution is not an action of the balance for auction in the United States. The balance accept not been registered beneath the U.S. Balance Act of 1933, as amended, and may not be offered or awash in the United States absent allotment or an absolution from registration. This columnist absolution shall not aggregate an action to advertise or the address of an action to buy nor shall there be any auction of the balance in any accompaniment in which such offer, address or auction would be unlawful.
Neither the TSX Adventure Exchange, Inc. nor its Regulation Casework Provider (as that appellation is authentic in the polices of the TSX Adventure Exchange) has in any way anesthetized aloft the claim of the Proposed Transaction and associated diplomacy and neither of the above entities has in any way accustomed or banned of the capacity of this columnist release.
Neither the TSX Adventure Barter nor its Regulation Casework Provider (as that appellation is authentic in the behavior of the TSX Adventure Exchange) accepts albatross for the capability or accurateness of this columnist release.
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