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.comand 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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Biome Grow wholly owns Great Lakes Cannabis, a company incorporated under the laws of the Province of Ontario and in the late stages of applying for a license under the ACMPR. Biome also owns four other wholly-owned subsidiaries: Highland Grow Inc., a licensed producer in Nova Scotia under Canada’s 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; Red Sands Craft Cannabis Co., a company incorporated under the laws of the Province of Prince Edward Island 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. Biome is a Canadian-based company with national and international business interests.
Certain statements or projections contained in this document are forward-looking statements, including those that discuss the Company’s intention that Great Lakes Cannabis Co. will position itself to supply cannabis products for Canadian and international markets, its expectation that it will receive a cultivation license and the timing associated therewith, the specifics associated with the Great Lakes Cannabis production facility and when such facility will be complete, production capacity in the other provinces in which Biome operates in and the timing of when such facilities will have sufficient local production, its plans to build a local and sustainable ecosystem in Ontario, its plans to operate a diversified mix of low cost licensed cannabis production facilities across Canada and other jurisdictions including internal jurisdictions and the long term business plans of Biome. Such forward-looking statements reflect management’s current beliefs and expectations and are based on assumptions made by and information currently available to the Company, including the assumption it will be able to obtain all necessary regulatory licenses, permits and approvals to produce and sell cannabis and generally operate its business in both Canada and internationally, that labour, construction, and other costs will remain low for its licensed cannabis production facilities, and sufficient financial resources will be available.
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, a 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, crop failure, labour disputes, increases in labour and/or construction costs, rising energy costs, an inability to access financing as needed, and a general economic downturn. These forward-looking statements speak only as of the date on which they are made, and the Company, 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.