VANCOUVER, April 28, 2020 /CNW/ - GrowMax Resources Corp.
(TSXV: GRO) ("GrowMax" or the "Company") announced
that it has received conditional approval from the TSX Venture
Exchange (the "TSXV") of the previously announced proposed
change of business from mineral exploration to an investment issuer
(the "Proposed COB") under the policies of the TSXV.
The Proposed COB was announced by GrowMax in a press release issued
on July 11, 2019 and further
described in its press release issued on August 27, 2019.
Final approval of the Proposed COB by the TSXV remains subject
to a number of conditions including the appointment of two
additional independent directors. Trading in the Company's shares
will remain halted until the TSXV conditions to allow trading to
resume have been satisfied. The Company intends to file the
filing statement by the end of this month and complete the Proposed
COB on or around May 15, 2020.
In accordance with TSXV policy requirements, the Company wishes
to provide details of the following cash investments made by the
Company under subscription agreements with the investees:
Algernon Pharmaceuticals Inc.
On November 1, 2019, the Company
acquired 5,882,352 units of Algernon Pharmaceuticals Inc.
("Algernon") at $0.085 per
unit for a total cost of $500,000
pursuant to a public offering of units of Algernon of approximately
$2.07 million units. Each unit
comprised of one common share and one common share purchase warrant
entitling the holder to purchase one additional common share at an
exercise price of $0.12 per common
share until May 1, 2022.
On February 20, 2020, the Company
acquired an additional 2,000,000 units of Algernon at $0.085 per unit for a total cost of $170,000 pursuant to a non-brokered private
placement of units of Algernon. Each unit comprised of one
common share and one common share purchase warrant entitling the
holder to purchase one additional common share at an exercise price
of $0.12 per common share until
August 20, 2022.
The investments in Algernon involved a non-arm's length party as
Michael Sadhra, the Company's CFO
and director is also Algernon's CFO and director. He declared his
interest and abstained from voting in connection to the investments
in Algernon. The investments, however, do not fall within the
definition of "related party transaction" under Multilateral
Instrument 61-101 ("MI 61-101").
See the Company's news release dated December 10, 2019 for a description of the
business of Algernon.
Hempfusion Inc.
On August 13, 2019, the Company
acquired 240,000 units of Hempfusion, Inc. at $1.608333 (US$1.25)
per unit for a total cost of $386,000
(US$300,000) pursuant to a brokered
private placement of Hempfusion, Inc. Each unit comprised of
one common share and one-half (1/2) common share purchase
warrant. Each full common share purchase warrant entitles the
holder to purchase one additional common share at an exercise price
of US$7.00 per common share any time
prior to the earlier of: (i) the date that is 36 months following
the trading date (which has not yet been determined); and (ii)
February 28, 2023 subject to
adjustments in certain events. See the Company's news
releases issued on August 27, 2019
and September 6, 2019 for a
description of the investment and a business description of
Hempfusion, Inc.
Sweet Earth Holdings Corporation
On August 9, 2019, the Company
acquired 1,250,000 shares in the capital of Sweet Earth Holdings
Corporation at $0.20 per share for a
total cost of $250,000 pursuant to a
seed round private placement of Sweet Earth Holdings Corporation.
See the Company's news releases issued on August 27, 2019 and December 10, 2019 for a description of the
investment and a business description of Sweet Earth Holdings
Corporation.
First Responder Technologies Inc.
On August 9, 2019, the Company
acquired 3,000,000 units in the capital of First Responder
Technologies Inc. ("First Responder") at $0.35 per unit for a total cost of $1,050,000 pursuant to a non-brokered private
placement of $2,442,164 units of
First Responder. Each unit comprised of one common share of
First Responder and one-half of one-common share purchase
warrant. Each full warrant entitles the holder thereof to
purchase an additional share of First Responder for a period of
twenty-four (24) months following the date of issuance at an
exercise price of $0.50 per
share. As disclosed in the Company's news release issued on
August 12, 2019, the investment is
considered a related party transaction under MI 61-101. See
news releases dated August 12, 2019
and September 6, 2019 for a business
description of First Responder and the Company's analysis of the
application of MI 61-101 on the investment, including the
exemptions the Company relied upon to be exempted from the formal
valuation and security holder approval requirements of Multilateral
Instrument 61-101.
Quality Green Inc.
On May 6, 2019, the Company
acquired 5,500,000 units of Quality Green Inc. at $0.55 per unit for a total cost of $3,025,000 pursuant to a seed round private
placement of Quality Green Inc. Each unit comprised of one
common share and one common share purchase warrant entitling the
holder to purchase one additional common share at an exercise price
of $1.00 per common share for up to
one year from the date of issue. See the Company's news
releases issued on August 27, 2019
and December 10, 2019 for a
description of the investment and a business description of Quality
Green Inc.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX
VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
Forward-looking information
This press release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation.
Generally, forward-looking information can be identified by the use
of forward-looking terminology such as "plans", "expects" or "does
not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will be taken", "occur" or "be achieved". Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of GrowMax, as the case may
be, to be materially different from those expressed or implied by
such forward-looking information. Although GrowMax has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that such information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking information. GrowMax does not undertake
to update any forward-looking information, except in accordance
with applicable securities laws.
Completion of the Proposed COB is subject to a number of
conditions, including but not limited to, Exchange
acceptance.
There can be no assurance that the Proposed COB will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to be prepared
in connection with the transaction, any information released or
received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of the Company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this news release.
SOURCE GrowMax Resources Corp.
