Buccaneer Gold Announces Proposed Business Combination Update
23.01.2015 | Newsfile
Toronto, Ontario -- (Newsfile Corp. - January 23, 2015) - Buccaneer Gold Corp. (TSXV: BGG) ("Buccaneer") announces that further to its news releases dated July 21 and August 21, 2014, and in accordance with TSX Venture Exchange (the "TSX-V") Policy 5.2 ("Policy 5.2"), Buccaneer is pleased to provide an update on its activities and the status of its agreement to acquire, through an arm's length business combination (the "Transaction"), the issued and outstanding common shares of 8437726 Canada Inc., doing business as MedCannAccess ("MedCannAccess"), other than those held by 8437718 Canada Inc., and all of the issued and outstanding common shares of 8437718 Canada Inc. which combined represent a 100% direct and indirect interest in MedCannAccess.
Buccaneer and MedCannAccess continue working towards completion of their Transaction. The general terms and conditions of the Transaction, as originally contemplated in the binding letter of intent entered into by the parties in July, 2014, are not expected to change materially at this time. The parties are also continuing to explore complementary business acquisition, financing opportunities and alternative structures for the Transaction which may involve modifications to or involvement of other participants in the Transaction or an alternative transaction.
On December 17, 2014 MedCannAccess announced that it had acquired a substantial minority equity stake in CannScience Innovations Inc. ("CannScience"), a leading cannabinoid drug development firm. This partnership positions MedCannAccess to be a leader in the development of pharmaceutical cannabinoid products. CannScience is an R&D biopharmaceutical company established in Toronto, Canada to conduct research and product development for extracts and formulations related to medical cannabis and its derivatives.
MedCannAccess is also awaiting further information from Health Canada with respect to its application for status as a Licensed Producer under the Marihuana for Medical Purposes Regulations ("MMPR"). MedCannAccess was one of the early filers for MMPR status, has passed its Health Canada site inspection on its Toronto facility under the initial MMPR license approval regime, and is awaiting final security clearance for its designated senior officers and Persons in Charge (a Health Canada status applied to certain employees). There can be no assurance that a license to become a Licensed Producer will be granted by Health Canada to MedCannAccess on a timely basis or at all.
MedCannAccess does not currently earn revenue from the sale of medical marihuana and does not expect to be able to earn revenue from the sale of medical marihuana until the MMPR license is obtained. MedCannAccess generated "one time" revenues during 2014 through specific sale arrangements by transferring plants licensed under the Medical Marihuana Access Regulations ("MMAR") to an MMPR producer approved by Health Canada. As of April 1, 2014, there is no longer a regulatory framework in place to engage in further specific sale arrangements of this nature.
[Further information can be obtained by visiting the MedCannAccess website at http://medcannaccess.com. MedCannAccess.com is an independent third party website that is not operated by, or affiliated with, Buccaneer. Buccaneer has no control over information at third party sites hyperlinked to this press release. Buccaneer does not endorse and is not responsible or liable for the content, nature or reliability of any third-party website or any link contained in this press release. Buccaneer takes no responsibility for monitoring, updating, supplementing or correcting any information or any linked or referenced website and makes no representation or warrants regarding such information.]
Further Information
The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
For further information please contact:
Buccaneer Gold Corp.
Paul Zyla, President & Chief Executive Officer
357 Bay Street, Suite 902
Toronto, ON M5H 2T7
t: 416.366.4227
f: 416.628.1655
e: info@buccaneergold.com
8437726 Canada Inc. dba MedCannAccess
Blaine Dowdle, Chief Executive Officer
5359 Dundas Street West, Suite 401
Toronto, ON M9B 1B1
t: 1-877-780-6337 or 416-253-1021
e: chat@medcannaccess.com
Forward-Looking Information
This news release contains forward-looking information based on current expectations. Forward-looking statements include estimates and statements that describe Buccaneer's future plans, objectives or goals, including words to the effect that Buccaneer or its management team expects a stated condition or result to occur. Forward-looking statements may be identified and include such terms as "believes", "anticipates, "expects", "estimates", "may", "could", "would", "will", or "plan". Actual results or statements relating to, among other things, the successful closing of the Transaction, execution of a definitive agreement in respect of the transaction, filing of any other disclosure documents in respect of the Transaction as mandated by either the TSX-V or securities law, expected terms of the Transaction, the number of securities of the Resulting Issuer that may be issued in connection with the Transaction, the ownership ratio of Buccaneer and MedCannAccess post-closing, shareholder and regulatory approval of the Transaction and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking statements. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. Buccaneer assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances except in accordance, and as required by, applicable securities law.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
This press 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. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
Buccaneer and MedCannAccess continue working towards completion of their Transaction. The general terms and conditions of the Transaction, as originally contemplated in the binding letter of intent entered into by the parties in July, 2014, are not expected to change materially at this time. The parties are also continuing to explore complementary business acquisition, financing opportunities and alternative structures for the Transaction which may involve modifications to or involvement of other participants in the Transaction or an alternative transaction.
On December 17, 2014 MedCannAccess announced that it had acquired a substantial minority equity stake in CannScience Innovations Inc. ("CannScience"), a leading cannabinoid drug development firm. This partnership positions MedCannAccess to be a leader in the development of pharmaceutical cannabinoid products. CannScience is an R&D biopharmaceutical company established in Toronto, Canada to conduct research and product development for extracts and formulations related to medical cannabis and its derivatives.
MedCannAccess is also awaiting further information from Health Canada with respect to its application for status as a Licensed Producer under the Marihuana for Medical Purposes Regulations ("MMPR"). MedCannAccess was one of the early filers for MMPR status, has passed its Health Canada site inspection on its Toronto facility under the initial MMPR license approval regime, and is awaiting final security clearance for its designated senior officers and Persons in Charge (a Health Canada status applied to certain employees). There can be no assurance that a license to become a Licensed Producer will be granted by Health Canada to MedCannAccess on a timely basis or at all.
MedCannAccess does not currently earn revenue from the sale of medical marihuana and does not expect to be able to earn revenue from the sale of medical marihuana until the MMPR license is obtained. MedCannAccess generated "one time" revenues during 2014 through specific sale arrangements by transferring plants licensed under the Medical Marihuana Access Regulations ("MMAR") to an MMPR producer approved by Health Canada. As of April 1, 2014, there is no longer a regulatory framework in place to engage in further specific sale arrangements of this nature.
[Further information can be obtained by visiting the MedCannAccess website at http://medcannaccess.com. MedCannAccess.com is an independent third party website that is not operated by, or affiliated with, Buccaneer. Buccaneer has no control over information at third party sites hyperlinked to this press release. Buccaneer does not endorse and is not responsible or liable for the content, nature or reliability of any third-party website or any link contained in this press release. Buccaneer takes no responsibility for monitoring, updating, supplementing or correcting any information or any linked or referenced website and makes no representation or warrants regarding such information.]
Further Information
The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
For further information please contact:
Buccaneer Gold Corp.
Paul Zyla, President & Chief Executive Officer
357 Bay Street, Suite 902
Toronto, ON M5H 2T7
t: 416.366.4227
f: 416.628.1655
e: info@buccaneergold.com
8437726 Canada Inc. dba MedCannAccess
Blaine Dowdle, Chief Executive Officer
5359 Dundas Street West, Suite 401
Toronto, ON M9B 1B1
t: 1-877-780-6337 or 416-253-1021
e: chat@medcannaccess.com
Forward-Looking Information
This news release contains forward-looking information based on current expectations. Forward-looking statements include estimates and statements that describe Buccaneer's future plans, objectives or goals, including words to the effect that Buccaneer or its management team expects a stated condition or result to occur. Forward-looking statements may be identified and include such terms as "believes", "anticipates, "expects", "estimates", "may", "could", "would", "will", or "plan". Actual results or statements relating to, among other things, the successful closing of the Transaction, execution of a definitive agreement in respect of the transaction, filing of any other disclosure documents in respect of the Transaction as mandated by either the TSX-V or securities law, expected terms of the Transaction, the number of securities of the Resulting Issuer that may be issued in connection with the Transaction, the ownership ratio of Buccaneer and MedCannAccess post-closing, shareholder and regulatory approval of the Transaction and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking statements. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. Buccaneer assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances except in accordance, and as required by, applicable securities law.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
This press 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. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.