Weststar Resources Signs Definitive Agreement with North Road Ventures - Undertakes Fundamental Change of Business, Name Change & Symbol Change
29.04.2016 | The Newswire
Vancouver, April 29, 2016: Weststar Resources Corp. (CSE: WER) (the "Company" or "Weststar") is pleased to announce that, further to its news release dated July 21, 2015, it has signed a definitive agreement to purchase shares of North Road Ventures Inc. ("North Road"), a private British Columbia company, representing up to a 50% interest in North Road. This allows Weststar, via it's 100% wholly-owned subsidiary, to earn up to a 50% interest in North Road's pending Marihuana for Medical Purposes Regulations ("MMPR") application as well as the option and access to participate in certain business opportunities that North Road now has or may have (together, the "Business Arrangement"). The Business Arrangement is proposed to constitute a Fundamental Change (the "Business Change") pursuant to Canadian Securities Exchange ("CSE") policies.
The Company intends to file a new Listing Statement, pursuant to CSE policies, which will provide detailed disclosure of the Company's new business and related risk factors.
Concurrently with the Business Change, the Company is proposing a name change to Liberty Leaf Holdings (symbol: LIB). The Company will continue to trade as "WER" until further notice.
Will Rascan, President/CEO of Weststar stated: "This is a historic day for Weststar and its shareholders. Many months of behind the scenes hard work have paid off in that we can now focus our efforts in the dynamic and fast growing medicinal marijuana sector."
It is expected that the Company will obtain shareholder approval of the Business Change, name change and symbol change by way of a shareholder consent resolution. Additionally, and upon the successful completion of the Business Change, the Company will look to either sell or spin out its mining interest.
The Business Arrangement and Business Change are subject to CSE and shareholder approval.
Under the terms of the Business Arrangement, Weststar can purchase shares representing a 50% interest in North Road by paying to North Road $30,000 in cash, of which Weststar has the option to issue common shares in the capital of Weststar of equal value in lieu of, and issuing an aggregate 15,000,000 common shares in the capital of Weststar over a series of milestones while obtaining the MMPR License. Weststar shall be granted a right of first refusal in all business opportunities that may come available to North Road and to purchase the remaining 50% interest in North Road at a 15% discount to the amount offered by a third party offeror.
Upon completion of the Pre-License Inspection Stage of the MMPR application, Weststar will be required to loan North Road $600,000 to complete the build out of a marijuana distribution facility. If Weststar is unable to fund this stage, Weststar's interest in North Road shall be decreased from 25% to 12.5%. Furthermore, upon receipt of the MMPR License, Weststar will also loan to North Road all reasonably required working capital to enable distribution operations of commence. The loans shall be repayable and interest-bearing.
About North Road Ventures
North Road currently occupies a leased, commercial facility within Metro Vancouver. North Road has an application pending with Health Canada for a MMPR license for the distribution of up to 1,320 pounds of marijuana in its first year of operations.
North Road's personnel include a marijuana expert with ten years' experience, retired from the RCMP; a manufacturing and logistics expert; and a management consultant with three years' experience advising in Canada's legal marijuana industry.
Since April 1, 2014, new producers have been required to be licensed by Health Canada and to conform to strict new regulations. Due to the stringent requirements, only 31 licenses have been issued under the MMPR since their implementation. It is North Road's intent to become an ever-larger player in the expanding medical marijuana Industry, using their expertise in logistics and distribution.
For further info on the Company please visit www.weststarresources.com or email info@weststarresources.com
On Behalf of the Board
Will Rascan
President & CEO, Weststar Resources Corp.
Phone: 604-683-3995
Cautionary and Forward-Looking Statement
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Forward-looking statements and information are often, but not always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the marijuana industry in general such as operational risks in growing; competition; incorrect assessment of the value and potential benefits of various transactions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and government regulations. Accordingly, readers should not place undue reliance on the forward-looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Canadian Securities Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement. The Canadian Securities Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.
Copyright (c) 2016 TheNewswire - All rights reserved.
The Company intends to file a new Listing Statement, pursuant to CSE policies, which will provide detailed disclosure of the Company's new business and related risk factors.
Concurrently with the Business Change, the Company is proposing a name change to Liberty Leaf Holdings (symbol: LIB). The Company will continue to trade as "WER" until further notice.
Will Rascan, President/CEO of Weststar stated: "This is a historic day for Weststar and its shareholders. Many months of behind the scenes hard work have paid off in that we can now focus our efforts in the dynamic and fast growing medicinal marijuana sector."
It is expected that the Company will obtain shareholder approval of the Business Change, name change and symbol change by way of a shareholder consent resolution. Additionally, and upon the successful completion of the Business Change, the Company will look to either sell or spin out its mining interest.
The Business Arrangement and Business Change are subject to CSE and shareholder approval.
Under the terms of the Business Arrangement, Weststar can purchase shares representing a 50% interest in North Road by paying to North Road $30,000 in cash, of which Weststar has the option to issue common shares in the capital of Weststar of equal value in lieu of, and issuing an aggregate 15,000,000 common shares in the capital of Weststar over a series of milestones while obtaining the MMPR License. Weststar shall be granted a right of first refusal in all business opportunities that may come available to North Road and to purchase the remaining 50% interest in North Road at a 15% discount to the amount offered by a third party offeror.
Upon completion of the Pre-License Inspection Stage of the MMPR application, Weststar will be required to loan North Road $600,000 to complete the build out of a marijuana distribution facility. If Weststar is unable to fund this stage, Weststar's interest in North Road shall be decreased from 25% to 12.5%. Furthermore, upon receipt of the MMPR License, Weststar will also loan to North Road all reasonably required working capital to enable distribution operations of commence. The loans shall be repayable and interest-bearing.
About North Road Ventures
North Road currently occupies a leased, commercial facility within Metro Vancouver. North Road has an application pending with Health Canada for a MMPR license for the distribution of up to 1,320 pounds of marijuana in its first year of operations.
North Road's personnel include a marijuana expert with ten years' experience, retired from the RCMP; a manufacturing and logistics expert; and a management consultant with three years' experience advising in Canada's legal marijuana industry.
Since April 1, 2014, new producers have been required to be licensed by Health Canada and to conform to strict new regulations. Due to the stringent requirements, only 31 licenses have been issued under the MMPR since their implementation. It is North Road's intent to become an ever-larger player in the expanding medical marijuana Industry, using their expertise in logistics and distribution.
For further info on the Company please visit www.weststarresources.com or email info@weststarresources.com
On Behalf of the Board
Will Rascan
President & CEO, Weststar Resources Corp.
Phone: 604-683-3995
Cautionary and Forward-Looking Statement
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Forward-looking statements and information are often, but not always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the marijuana industry in general such as operational risks in growing; competition; incorrect assessment of the value and potential benefits of various transactions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and government regulations. Accordingly, readers should not place undue reliance on the forward-looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Canadian Securities Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement. The Canadian Securities Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.
Copyright (c) 2016 TheNewswire - All rights reserved.