VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 10/09/14 -- Venturi Ventures Inc. (TSX VENTURE: VVV) ("Venturi" or the "Company") announced today that it has entered into a definitive agreement with Medna Biosciences Inc. ("Medna") pursuant to which Venturi will acquire, by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"), all of the outstanding securities of Medna.
The completion of the Arrangement is subject to customary closing conditions, including the receipt of any required regulatory approvals, as well as a consolidation of Venturi common shares (on a 5:1 basis, with other convertible securities adjusted accordingly) and Medna completing an equity financing of at least $3,000,000 prior to the effective date of the Arrangement.
As part of the Arrangement, Medna shareholders will exchange all of the issued and outstanding common shares of Medna for post-consolidation common shares of Venturi on a one-to-one basis. Medna currently has 18 million common shares outstanding but will be issuing additional shares pursuant to agreed to financings Medna intends to carry out prior to the closing of the Arrangement.
The Arrangement must be approved by the Supreme Court of British Columbia and the affirmative vote of 662/3% of Venturi shareholders voting at the Venturi shareholders meeting.
Medna is a life science company focused on unlocking the medical potential of cannabis.
Through its cultivation division, Medna will develop its own strains of medical cannabis designed to treat specific diseases, carry out clinical studies to determine the efficacy of such strains, publish the results of its studies in peer reviewed journals, communicate the result of its studies to the Canadian medical community and produce pharmaceutical grade medical cannabis of its strains in its production facility in British Columbia.
Medna has received its preliminary approval from Health Canada under the Marijuana for Medical Purposes Regulations and is awaiting notification from Health Canada that it may build its facility in Richmond, BC. Medna is exploring other locations for its medical cannabis cultivation facility within BC that may provide lower costs regarding power, water and taxation. There is no assurance as to when Health Canada will provide Medna with approval to build its initial medical cannabis cultivation facility or that any new site chosen by Medna will be approved by Health Canada.
Medna is building its pharmaceutical division to develop new chemical entities derived from medical cannabis for the treatment of human disease. Medna's pharmaceutical division will develop, or license, compounds derived from medical cannabis and modified through combinational chemistry, through pre-clinical development and then into Phase 1 and Proof of Concept Phase 2 human clinical trials. Medna will then license or sell the relevant intellectual property, or continue the clinical development of the compounds on its own.
Medna is also building a nutraceutical division that will develop, and file intellectual property for, natural extracts from medical cannabis that will be used to treat human disease. Medna believes that the components of medical cannabis, in their natural state, are likely to have numerous applications as nutraceuticals. Medna intends to isolate specific extracts of medical cannabis, containing proprietary blends of cannabinoid compounds, and carry out nutraceutical studies of their efficacy in treating specific human diseases before initiating the marketing of the extracts.
As, among other issues, Jim Heppell is a director and significant shareholder of both Venturi and Medna, the Arrangement is considered a "related party transaction" as such term is defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Accordingly, the Company will obtain a formal valuation for Medna, and will seek minority shareholder approval of the Arrangement.
Full details of the Arrangement (including the valuation of Medna) will be included in an information circular to be mailed to Venturi shareholders in accordance with applicable securities laws. All shareholders are urged to read the information circular as it will contain additional important information concerning the Arrangement.
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.
This release may contain forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "expects," "plans," "estimates," "intends," "believes," "could," "might," "will" or variations of such words and phrases. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties. Examples of forward-looking information in this news release include, but are not limited to, statements with respect to the successful completion of the Arrangement and Medna's development of medical marijuana. For additional information on risks and uncertainties, see the Company's most recently filed MD&A, which is available on SEDAR at www.sedar.com. The risk factors identified in the Company's MD&A are not intended to represent a complete list of factors that could affect the Company. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not assume any obligation to update the forward-looking information contained in this press release.
Contacts:
Venturi Ventures Inc.
Jim Heppell
Chief Executive Officer
jim@bcaf.ca
