TSX Venture Exchange: RBE
VANCOUVER, Dec. 8, 2016 /CNW/ - RockBridge Resources
Inc. ("RockBridge" or the "Company" – TSXV symbol: RBE) is pleased
to announce that it has signed a letter of intent (the "Letter of
Intent") with 1016677 B.C. Ltd. ("677") whereby RockBridge and
677 propose to amalgamate to form a new reporting issuer ("Amalco")
on the proposed terms and conditions of the Letter of Intent (the
"Transaction").
It is intended that an application be made to list the common
shares of Amlaco on the Canadian Securities Exchange ("CSE") and to
delist RockBridge's common shares from the TSX Venture Exchange
("TSXV") just prior to closing the Transaction.
677, a Vancouver, BC company,
holds an option to acquire all the shares of Biologic Medicinal
Solutions Corp. ("BMS") of Cache Creek,
BC. BMS has applied to become a Licensed Producer of
medicinal cannabis under the Marihuana for Medical Purposes
Regulations ("MMPR") in Canada,
which regulations have now been replaced with the Access to
Cannabis for Medicinal Purposes Regulations ("ACMPR").
Health Canada has advised BMS that it currently is in the enhanced
screening stage of the approval process.
The BMS application to become a Licensed Producer is for a
facility to be built out on a 40 acre property in Cache Creek. 677 has a signed lease and an
option to purchase the 40 acre property with the property owner. In
order to exercise the option for the shares of BMS, 677 is to
provide BMS $100,000 within 6 months
of completing the Transaction and a further $100,000 nine months later.
Under the Letter of Intent, RockBridge and 677 propose to enter
into an amalgamation agreement (the "Formal Agreement")
whereby they will amalgamate to form Amalco as a new reporting
issuer. The shares of 677, of which 21,000,000 are outstanding, are
to be exchanged on the basis of one 677 share for 1.2 Amalco
shares, and the shares of RockBridge, of which 15,993,414 are
outstanding, are to be exchanged on the basis of 2.5 RockBridge
shares for one Amlaco share. As a result, the 677 shareholders will
hold 25,200,000 Amalco shares and the RockBridge shareholders will
hold 6,397,365 Amalco shares (an effective 2.5 for 1 consolidation
for the RockBridge shareholders.)
On closing of the Transaction, Amalco plans to change its name
to a name to be determined and the Amalco shares will be listed on
the CSE under a new trading symbol. RockBridge and 677 are now
beginning negotiations with a view to settling and signing the
Formal Agreement in the next several weeks, which Formal Agreement
will set out in full the terms of the Transaction. The Formal
Agreement will incorporate the terms of the Letter of Intent
together with such additional representations, warranties,
covenants, terms and conditions respecting the Transaction and all
related matters as are usual and customary in transactions of a
similar size and character.
The Transaction will be subject to the conditions precedent that
will be set out in the Formal Agreement, including: (i) RockBridge
obtaining TSXV approval to delist its shares; (ii) approval
of the Transaction by shareholders of RockBridge, at a special
meeting to be held, and by the shareholders of 677; (iii)
approval by the CSE of the Transaction and the listing of the
Amalco shares; and (iv) completion of a financing of
2,000,000 shares of Amalco at $0,10
each, yielding $200,000.
Upon completion of the Transaction, it is anticipated that the
board of directors of Amalco will comprise of up to five
individuals, including William
Spratt of Vancouver BC, the
current CEO of 677 and the intended CEO of Amalco.
On signing of the Formal Agreement, RockBridge will issue a
further news release to provide more information on the Transaction
and the proposed directors and officers of Amalco.
ROCKBRIDGE RESOURCES INC.
"Steve Mathiesen"
Steve
Mathiesen, President & CEO
This news release may include statements about expected
further events and/or financial results that are forward-looking in
nature and subject to risks and uncertainties. RockBridge cautions
that actual performance will be affected by a number of factors,
many of which are beyond its control. Future events and results may
vary substantially from what RockBridge currently foresees.
Discussion on the various factors that may affect future results is
contained in RockBridge' s recent filings, available on
SEDAR.
Neither the TSX Venture Exchange Inc. nor its Regulation
Service Provider (as that term is defined in the policies of the
TSX Venture Exchange Inc.) accepts responsibility for the adequacy
or accuracy of this news release.
SOURCE RockBridge Resources Inc.