MVM Millenmin Ventures Inc

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TORONTO, Oct. 1, 2018 /CNW/ - MillenMin Ventures Inc. (TSX-V: MVM) ("MillenMin") announces that it has reached agreement with the holders of its subscription receipts to amend the escrow release conditions and to extend the deadline for releasing the escrowed funds.

MillenMin issued 241,919,000 subscription receipts at a price of $0.10 per subscription receipt for gross proceeds of US$18,347,997 by means of a private placement completed on July 7, 2017.  The gross proceeds from the subscription receipt offering have been held in escrow pending satisfaction of certain escrow release conditions, including receipt of Cuban regulatory approvals required in connection with the acquisition of a 49% interest in a Cuban joint stock company seeking to develop a golf resort in Cuba (the "Cuban Transaction").

As the Cuban regulatory approvals have not to date been obtained and it remains uncertain when such approvals may be obtained, MillenMin has determined to actively pursue other transactional opportunities at the present time. Following the recommendations of an independent committee of directors established by MillenMin's Board of Directors to consider the matter, Millenmin has reached agreement with the holders of its subscription receipts to remove the completion of the Cuban Transaction as a condition for the release of the escrowed proceeds. Instead, as an escrow release condition, MillenMin will be required to complete a Change of Business transaction ("COB") or a Reverse Takeover transaction ("RTO") in accordance with the requirements of and with the approval of the TSX Venture Exchange. In addition, the deadline for completing such a transaction has been extended from September 30, 2018 to March 29, 2019. If completion of such transaction and satisfaction of the other escrow release conditions have not been achieved by March 29, 2019, the escrowed proceeds will be returned to the subscription receipt holders and the subscription receipts will be cancelled.

An extraordinary meeting of the shareholders of MillenMin will be called and held as soon as possible, and in any event prior to March 29, 2019 and shareholders (other than those with an interest in the transaction) will be asked to approve and ratify the amendments to the terms of the subscription receipts. Pending completion of the shareholder vote, the subscription receipt holders and MillenMin have agreed that the proceeds of the subscription receipt financing will continue to be held in escrow.

Trading of the MillenMin shares remains halted on the TSX Venture Exchange and it is expected that the trading halt will continue until submissions to the TSX Venture Exchange for a COB or RTO transaction have been completed to the satisfaction of the TSX Venture Exchange or until it determines otherwise in its discretion.

Additional Information
Additional information about MillenMin is available to the public on SEDAR at www.sedar.com.

Completion of a COB or RTO Transaction will be subject to a number of conditions, including but not limited to, contractual conditions, TSX Venture Exchange acceptance, regulatory approvals and shareholder approvals, as applicable. Any COB or RTO transaction cannot close until any required shareholder approvals and applicable regulatory approvals are obtained and contractual conditions are met or waived. There can be no assurance that a suitable transaction will be identified or 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 such 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 MillenMin Ventures Inc. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of any proposed transaction and has neither approved nor disapproved the contents of this news release.

Neither 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 Statements
This news release contains forward-looking statements and information that are based on the beliefs of management and reflect MillenMin's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.

The forward-looking statements and information in this news release includes information relating to the approval by shareholders of the amendments to the terms of the subscription receipts, the release from escrow of the proceeds of the offering of subscription receipts and the completion of a COB or RTO transaction and the receipt of all requisite approvals, including the approval of the TSX Venture Exchange, in connection therewith. The forward-looking statements and information is based on certain assumptions, which could change materially in the future. Such statements and information reflect the current view of MillenMin with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause MillenMin's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risk that an agreement to complete a COB or RTO transaction may not be entered into, that such transaction may not be completed  by MillenMin prior to the escrow release deadline and that all necessary approvals of directors, shareholders and regulators may not be obtained in a timely manner or at all. When relying on MillenMin's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. MillenMin has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF MILLENMIN AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE MILLENMIN MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

SOURCE MillenMin Ventures Inc.