Reminder to Vote at AGSM and Additional Information on the Company’s Cannabis and Real Estate Interests
VANCOUVER, Aug. 13, 2020 - AsiaBaseMetals Inc. (TSX.V: ABZ) (the “Company”) provides a reminder to vote at the annual general and special meeting of shareholders (the “Meeting”) and provides additional information on its Cannabis Interest and Real Estate Interest (in each case as defined below).
Reminder to Vote
Due to the constantly evolving and unpredictable circumstances surrounding the coronavirus pandemic (“COVID-19”), if possible and appropriate shareholders are encouraged to vote by proxy in lieu of attending the Meeting in person. Proxies must be deposited with the Company, c/o the Company's transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 no later than 10:00 a.m. (Vancouver time) on Monday, August 17, 2020, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any adjournment(s) thereof is held.
If the Company decides to make any change, such as to the date or location, or to hold the Meeting solely by remote communication, the Company will announce the change in advance and post details, including instructions on how shareholders can participate, on under the Company’s profile at www.sedar.com. At this time, the Company does not plan to provide a fully virtual or remote meeting due to cost, administrative and technical requirements. However, to listen to the Meeting, you can dial in by telephone conference call, although dialing in shall not constitute attendance and does not entitle you to vote. The conference call in numbers are as follows:
- Conference Dial-In (Toll Free): 1-833-353-8610
- Conference ID: 8057870
The Company would like to thank shareholders for their understanding during these unprecedented times.
Plan of Arrangement Spin-Out of Three Subsidiaries
Pursuant to the arrangement agreement executed by the Company on July 10, 2020, and as described in the information circular for the Meeting dated July 17, 2020 (the “Circular”) which has been mailed to the Company’s shareholders and posted on www.sedar.com under the Company’s profile, the Company intends to complete the “spin-out” of each of its three newly incorporated wholly-owned subsidiaries, Mantra Exploration Inc., Mantra Pharma Inc. (“Mantra Pharma”) and Mantra 2 Real Estate Inc. (“Mantra 2 Real Estate”) pursuant to a plan of arrangement (collectively, the “Transaction”).
Cannabis Opportunity Update
In the Transaction, the Company will transfer to Mantra Pharma its interest in a cooperation agreement dated June 7, 2019 (the “Cooperation Agreement”) with a city in the Republic of Croatia (the “City”). Pursuant to the Cooperation Agreement, the City intends to apply for a licence to grow and sell cannabis for medical purposes and, if it becomes permitted by law in Croatia, a licence to grow, process and sell cannabis for commercial purposes including recreational purposes, through a limited liability company incorporated by the City (the “City Sub”). When and if the City Sub obtains the foregoing permits, the City has agreed to transfer all or a majority of the shares of the City Sub to the Company for a purchase price of up to approximately C$8,000 (collectively, the "Cannabis Interest"). The Company disclosed the Cooperation Agreement and related matters in its news releases dated June 19, 2019, June 26, 2019, July 15, 2019, and February 20, 2020, and the Cannabis Interest is described in the Circular.
Since the date of the Circular, the City has informed the Company that the newly constructed 25,000 Sq Ft building where the City intends to build a 3,000 Sq Ft pharmaceutical laboratory has gone through the final occupancy permit inspections with no resulting deficiencies and the City expects to receive an occupancy permit for the building in the near future. Further, in connection with the Cooperation Agreement, the City, with the Company’s assistance, has commenced negotiations with several leading pharmaceutical companies, including a company controlled by the national government of Croatia, with respect to potential agreements for the production and packaging of cannabis products, subject to the passage of, and to extent permitted by, certain cannabis legislation currently under consideration by the national government of Croatia. The execution and terms and conditions of any such agreements will also be subject to, among other things, the receipt by the City Sub of a license to sell cannabis products in Croatia and receipt of all applicable regulatory approvals.
As previously announced in the Company’s June 19, 2019 news release, in consideration for services provided by Raj Chowdhry, the Chief Executive Officer and a director of the Company, in locating, arranging and consummating the Cooperation Agreement, the Company has agreed to cause the City Sub to pay to Mr. Chowdhry a royalty equal to 2.5% of gross sales generated by the business to be conducted by the City Sub, subject to any required regulatory approvals.
Real Estate Opportunity Update
In the Transaction, the Company will transfer to Mantra 2 Real Estate its interest in an option agreement dated April 10, 2020 (the "Option Agreement") with Mr. Jakša Mrčela, a director of the Company, (the "Optionor"). Pursuant to the Option Agreement, the Company has an option (the "Option") to acquire the right of the Optionor under an underlying agreement dated January 13, 2020 (the “Underlying Agreement”) with the owner (the “Owner”) of certain real estate in Rogoznica-Lozica, Croatia (the "Property") to develop the Property (the “Real Estate Interest”). The Company disclosed the Option Agreement and related matters in its news release dated April 16, 2020 and the Real Estate Interest is described in the Circular.
The Property comprising 21,223 m2 in size is located adjacent to the ocean front in Rogoznica-Lozica, Croatia. The Property is being considered for development into hotels, villas and/or other entertainment structures.
Pursuant to the terms of the Option Agreement, the Company may exercise the Option within a three year period (the “Term”) by paying to the Optionor (i) upon execution of the Option Agreement, an aggregate sum of EUR€30,000 (which amount has been paid in full as of the date hereof), and (ii) at the time of the Option exercise, a cash payment equal to the aggregate amount paid by the Optionor to the Owner of the Property under the Underlying Agreement. The exercise of the Option is in the Company's sole discretion and the Company has no further payment obligations over the Term, unless and until the Option is exercised.
The Company is pleased to inform the shareholders that the Optionor has informed the Company that the development plans in respect of the Property have now been submitted to the authorities for approval, with the approval expected to be granted by January 2021.
In accordance with the provisions of the Interim Order granted by the Supreme Court of British Columbia on July 17, 2020, the disclosure in this news release, as determined to be the most appropriate method of communication by the Board, set out above under the headings “Cannabis Opportunity Update” and “Real Estate Opportunity Update” is incorporated as a supplement into the Circular.
On behalf of the Board of Directors of the Company
“Raj I. Chowdhry”
Chief Executive Officer
About AsiaBaseMetals Inc.
AsiaBaseMetals Inc., a company focused on advancing its projects in the mining sector and developing and evaluating additional opportunities in the cannabis sector, is led by an experienced and successful business and mining team. The Company is advancing its 100% owned Gnome Zinc/Cobalt Project and, subject to completion of the Transaction, its 100% owned Jean Iron Ore Project in world-class mining districts in Canada, one of the safest and mining friendly districts in the world. The Company is advancing current opportunities and, subject to completion of the Transaction, is exploring additional opportunities in the cannabis sector, with emphasis in Europe, and other non-mining opportunities, including real estate and casino opportunities in Croatia. In addition, the Company is seeking to further diversify its portfolio, with special attention directed to advanced acquisition targets in the Americas, Asia and Africa for base metals {Copper (Cu)], alkali metals [Cobalt (Co)] / Lithium (Li)] and precious metals [Gold (Au) / Silver (Ag)]. The Company is awaiting the grant of exploration permits for lithium pursuant to a submitted application in Myanmar.
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.
Cautionary Statement Regarding Forward-Looking Information
All statements, trend analysis and other information contained in this press release about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding, the completion of the transactions contemplated by the Arrangement Agreement, the Meeting, the Companies business plans related to the Cannabis Interest, the receipt of certain cannabis related permits and licenses and approvals, certain royalty payments payable to the Company’s Chief Executive Officer, the passage of certain cannabis related legislation, the Company’s cannabis related business plans and expectations and the Company’s expectations in receiving certain real estate related regulatory approvals, are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including the risks, uncertainties and other factors identified in the Company’s periodic filings with Canadian securities regulators, and assumptions made with regard to: the Company’s ability to complete the transactions contemplated by the Arrangement Agreement on the terms and conditions contemplated, or at all; the Companies' ability to secure the necessary shareholder; the ability of the City to build the pharmaceutical lab and obtain all necessary permits and approvals, the City Sub’s ability to obtain certain licenses and regulatory approvals, the Company’s ability to obtain certain real-estate related approvals, stability in foreign currency rates, changes in legislation, and the general stability of the economy and the industry in which the Company operates . Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Important factors that could cause actual results to differ materially from the Company expectations include risks associated with the business of the Company; risks related to the satisfaction of certain conditions required by regulatory authorities governing the cannabis and real-estate industries in Croatia; risks related to the Company and City Sub’s failure to obtain the requisite approvals to carry on its business plans; risks related to the development of the Cannabis Interests; fluctuations in commodity prices and currency exchange rates; the need for cooperation of government agencies and native groups in the issuance of required permits; the need to obtain additional financing and uncertainty as to the availability and terms of future financing; and other risk factors as detailed from time to time and additional risks identified in the Company filings with Canadian securities regulators on SEDAR in Canada (available at www.sedar.com). Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.
For further information, please contact: Raj Chowdhry, Chief Executive Officer Email: info@asiabasemetals.com
