GrowMax Obtains Conditional TSX-V OK to Change Business

GROWMAX RECEIVES TSX VENTURE EXCHANGE CONDITIONAL APPROVAL OF PREVIOUSLY ANNOUNCED CHANGE OF BUSINESS

GrowMax Resources Corp. has received conditional approval from the TSX Venture Exchange for its proposed change of business (COB) from mineral exploration to an investment issuer under the policies of the TSX-V. 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 Aug. 27, 2019.

Final approval of the proposed COB by the TSX-V 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 TSX-V 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 TSX-V 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 Nov. 1, 2019, the company acquired 5,882,352 units of Algernon Pharmaceuticals Inc. at 8.5 cents per unit for a total cost of $500,000, pursuant to a public offering of units of Algernon of approximately $2.07-million in units. Each unit comprised one common share and one common share purchase warrant entitling the holder to purchase one additional common share at an exercise price of 12 cents per common share until May 1, 2022.

On Feb. 20, 2020, the company acquired an additional two million units of Algernon at 8.5 cents per unit for a total cost of $170,000, pursuant to a non-brokered private placement of units of Algernon. Each unit comprised one common share and one common share purchase warrant entitling the holder to purchase one additional common share at an exercise price of 12 cents per common share until Aug. 20, 2022.

The investments in Algernon involved a non-arm’s-length party as Michael Sadhra, the company’s chief financial officer 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 a related party transaction under Multilateral Instrument 61-101.

See the company’s news release dated Dec. 10, 2019, for a description of the business of Algernon.

Hempfusion Inc.

On Aug. 13, 2019, the company acquired 240,000 units of Hempfusion Inc. at $1.608333 ($1.25 (U.S.)) per unit for a total cost of $386,000 ($300,000 (U.S.)), pursuant to a brokered private placement of Hempfusion. Each unit comprised one common share and one-half common share purchase warrant. Each full common share purchase warrant entitles the holder to purchase one additional common share at an exercise price of $7.00 (U.S.) 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) Feb. 28, 2023, subject to adjustments in certain events. See the company’s news releases issued on Aug. 27, 2019, and Sept. 6, 2019, for a description of the investment and a business description of Hempfusion.

Sweet Earth Holdings Corp.

On Aug. 9, 2019, the company acquired 1.25 million shares in the capital of Sweet Earth Holdings Corp. at 20 cents per share for a total cost of $250,000, pursuant to a seed round private placement of Sweet Earth Holdings. See the company’s news releases issued on Aug. 27, 2019, and Dec. 10, 2019, for a description of the investment and a business description of Sweet Earth Holdings.

First Responder Technologies Inc.

On Aug. 9, 2019, the company acquired three million units in the capital of First Responder Technologies Inc. at 35 cents per unit for a total cost of $1.05-million, pursuant to a non-brokered private placement of $2,442,164 in units of First Responder. Each unit comprised 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 24 months following the date of issuance at an exercise price of 50 cents per share. As disclosed in the company’s news release issued on Aug. 12, 2019, the investment is considered a related party transaction under MI 61-101. See the company’s news releases dated Aug. 12, 2019, and Sept. 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 MI 61-101.

Quality Green Inc.

On May 6, 2019, the company acquired 5.5 million units of Quality Green Inc. at 55 cents per unit for a total cost of $3,025,000, pursuant to a seed round private placement of Quality Green. Each unit comprised 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 Aug. 27, 2019, and Dec. 10, 2019, for a description of the investment and a business description of Quality Green.

Completion of the proposed COB is subject to a number of conditions, including but not limited to, TSX-V 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.

We seek Safe Harbor.

Share

Share on linkedin
LinkedIn
Share on twitter
Twitter
Share on facebook
Facebook

Related Posts

GrowMax Continues into B.C.

GROWMAX COMPLETES CONTINUATION INTO BRITISH COLUMBIA GrowMax Resources Corp. has continued its corporate jurisdiction from