(MENAFN - Newsfile Corp) Wangton Capital Corp. Announces Letter of Intent to Acquire a Portfolio of Six Swiss Companies in the Cannabis Industry
Vancouver, British Columbia--(Newsfile Corp. - July 3, 2019) - Wangton Capital Corp. (TSXV: WT.H) ("Wangton" or the "Company") is pleased to announce that it has entered into an arm's length non-binding letter of intent dated June 28, 2019 (the "LOI") with Bargella Invest AG, and its affiliates, to acquire control of six companies (the "Target Companies") which are fully integrated with grow, extraction, topicals, and retail distribution of consumer products in the cannabinoid industry in Switzerland (the "Transaction"). It is anticipated that the Transaction will constitute Wangton's "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "Exchange").
Bargella Invest AG, based in Basel, Switzerland, is a privately-owned entrepreneurial holding company with diversified sustainable real estate holdings, green energy projects, and a portfolio of young companies and operates in Switzerland, France, Germany, Austria, and Luxembourg. The control person of Bargella Invest AG is Laurin Faeh, a resident of Basel, Switzerland. Seewww.bargella.ch .
The Target Companies to be acquired by Wangton include:
Greenology AG ( www.greenology-ag.ch ) operates a 4,500 sqm. indoor grow facility located in an industrial area near Zurich. Greenology has a fully integrated production facility which includes forty genetics, cultivation, harvesting and processing of cannabis plants for the food, retail consumption and medical industries. Its branded retail product, Terra (www.terra-cbd.ch), is widely sold in kiosks, tobacco shops, newsstands, and online through Switzerland.
CannatoGo AG (www.cannatogo.ch) has an indoor growth facility of 1,500 sqm and produces CBD hemp infused products and other related consumer products such as CBD capsules, CBD tobacco substitutes and CBD oil, as well as hemp extracts for the wholesale market in Switzerland. The Company sells its products directly to consumers through its own e-commerce website.
Osiris Distribution GmbH (www.osiris.ch) produces and sells a variety of CBD based homeopathic and medicinal products which are sold online, and through drug stores. The Osiris brand is a leader in the homeopathic industry in Switzerland. The CBD based products include aromatherapy, and treatments for joint pain, head and neck pain, and relief from menstrual pain, and various topical creams and ointments.
Biosysteme AG (www.biosysteme.ch) is the official distributor in Europe for timeblock, a branded range of nutritional, and cosmetic homeopathic anti-aging products based on botanical formulations developed in Switzerland for Europe with emphasis on the Swiss, German and Austrian markets(www.timeblock-europe.com) a branded range of nutritional, and cosmetic products based on botanical formulations developed in Switzerland.
Swiss Cristal Lab AG (www.swiss-cristal-lab.ch ) provides analytical services in laboratory facilities of 200sqm to growers including proprietary processes to lower THC content, produce CBD oils with 100% CBD content, CBD crystals, isolates, CBD based creams, capsules and e-liquids.
Hempcare GmbH (www.swisshempcare.ch) produces CBD flowers (tobacco substitutes), cuttings, and oils for the food and pharmaceutical industries. The products are distributed to consumers through its own e-commerce website.
Under the terms of the LOI, the acquisitions are contemplated through an all-share transaction between the Company and Bargella Investment AG and its affiliates (the "Vendors") whereby the Company will acquire the Target Companies in exchange for common shares of Wangton ("Wangton Shares").Wangton will undertake an equity private placement financing concurrent with the Closing which will involve the sale of units ("Units") for gross proceeds of at least US$3.0 million (the "Financing") at a price to be determined by market conditions at the time of the Offering.Each Unit will be comprised of one Wangton Share and one share purchase warrant ("Warrant").Each Warrant will, subject to market conditions, be exercisable for one Wangton Share at an exercise price to be determined by market conditions and valid for at least two years.Upon closing it is anticipated that the Vendors will hold over 51% of the outstanding common shares of Wangton. A finder's fee, in compliance with Exchange policies, will be payable to an arm's length finder, Valor Invest Ltd., in an amount to be determined upon confirmation of the final Transaction structure.
Completion of the Transaction is subject to several conditions, including, but not limited to satisfactory due diligence, completion of the Financing, completion of audited financial statements for each of the companies being acquired, execution of a definitive agreement and other standard closing conditions.There can be no assurance that the Transaction will be completed as proposed or at all.
SWISS CANNABINOID MARKET CBD, the non-psychoactive cannabinoid found in cannabis, is legal in Switzerland so long as the THC component is less than 1% compared to the standard of 0.2% THC seen across the continent. Annual legal sales of cannabis products exceed 100 million CHF/year and have been growing rapidly. (Source: "The European Cannabis Report: Switzerland," January 2019, Prohibition Partners) Several Swiss CBD and hemp producers are targeting the surrounding countries of Austria, Germany and Italy because of demand and the cachet associated with Swiss made products. Industry forecasts the combined Swiss market for medicinal and recreational use to grow to 2.5 billion CHF within the next ten years. Tax revenue in 2018 from legal cannabis exceeded 15 million CHF up from 400,000 CHF three years earlier and is expected to be a major contributor to the Swiss economy. (Source: "Swiss Smoke 'legal cannabis' in record amounts," June 18, 2019, The Local, citing the Swiss Federal Office of Public Health) The Swiss Federal Office of Public Health (OFSP) has long recognized the benefits of cannabis for pain management, multiple sclerosis, alleviation of side-effects from chemotherapy; sleeping problems among other ailments. Cannabis infused cigarettes and related products are widely available as tobacco substitutes and are sold in more than 1,000 retail outlets throughout Switzerland since 2017.
About Wangton Capital Corp.
Wangton is a Capital Pool Company listed on the NEX board of the TSX Venture Exchange whose principal business has been reviewing opportunities with the view of completing a Qualifying Transaction. The Company has no assets other than a minimum amount of working capital.
Further details concerning the Target Companies, details on the proposed management and board of the resulting issuer, financial information, details of the Financing, and the specific terms of the Transaction will be provided in subsequent news releases to be filed by the Company when available.
Upon closing of the Transaction, the Company expects to list as a Tier 2 Life Sciences Issuer on the Exchange.
In accordance with the policies of the Exchange, Wangton Shares are currently halted from trading and are expected to remain halted until completion of the Transaction.
The Transaction will not constitute a "Non-Arm's Length Qualifying Transaction" as such term is defined under the policies of the Exchange and the Transaction is not expected to be subject to shareholder approval.
Sponsorship of a Qualifying Transaction is required by the Exchange unless exempt in accordance with Exchange policies. The Company will be applying for an exemption from sponsorship requirements; however, there is no assurance that the Company will obtain this exemption.
None of the securities to be issued pursuant to the Transaction or the Financing have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant to the Transaction and the Financing are anticipated to be issued in reliance upon available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
For additional information contact: Moe Dilon, President & CEO, +1778 989 4999
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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.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and obtaining all required shareholder approvals.There can be no assurance that the Transaction 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 a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
All information contained in this news release with respect to the Target Companies and Wangton was supplied by the parties, respectively, for inclusion herein, and Wangton and its directors and officers have relied on the Target Companies for any information concerning such party.
FORWARD LOOKING STATEMENTS
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements, including statements in respect of the proposed terms and completion of the Transaction and the Financing. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States.
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