The combined company will focus on the acquisition and management of oil and gas of minerals and royalties
Combined company renamed Formation Minerals, Inc. and will be led by Mr. Scott Cox as President and Chief Executive Officer
Transaction expected to deliver sustainable, long-term value to stockholders
JACKSBORO, TX., May 13, 2024 (GLOBE NEWSWIRE) -- SensaSure Technologies Inc. (OTCQB: SSTC) ("SensaSure") and Verde Bio Holdings, Inc. (OTC: VBHI) ("Verde" or the "Company"), a growing oil and gas company with a focus on the acquisition and management of oil and gas minerals and royalties, today announced the closing of the previously announced merger (the "Merger") of Formation Minerals, Inc., a wholly owned subsidiary of SensaSure, with and into Verde, to create a premier company focused on the acquisition and management of oil and gas minerals and royalties. Holders of shares of Verde stock will receive shares of SensaSure stock pursuant to the exchange ratio set forth in the Merger Agreement. Following the closing of the Merger, Verde was merged with and into SensaSure and SensaSure changed its name to "Formation Minerals, Inc." and appointed Scott A. Cox as President and Chief Executive Officer. The combined company will continue to trade on the OTCQB under the symbol "FOMI".
"I am delighted to announce the closing of Verde Bio's merger with SensaSure and look forward to capitalizing on the strengths of both companies as we execute on our business plan," said Verde Bio's Chief Executive Officer, Scott Cox. "Low commodity prices have created a compelling opportunity for the combined company to expand our portfolio, strengthen our market position, and capitalize on long-term growth prospects. Additionally, we expect to pursue strategic funding opportunities, including a possible uplisting to a national securities exchange, to maximize stockholder value."
James Hiza, President of SensaSure Technologies, stated, "We are pleased and excited to announce the closing of this strategic transaction, which we expect to deliver sustainable, long-term value to stockholders of both companies. After looking at a long list of suitable companies to merge with, we felt that Verde had the most dynamic and strategic business plan and that Verde's management was very well qualified to lead SensaSure into its next stage of value creation for our stockholders. I look forward to watching the company grow and mature under Mr. Cox's leadership."
About SensaSure Technologies, Inc.
SensaSure Technologies, Inc. (OTCQB: SSTC) was a medical technology or "MedTech" company that supplied a simple device and method to collect a breath sample for lab-based analysis. Subsequent to the six months ended October 31, 2023, management of SensaSure has been in the process of establishing a new business segment to develop energy related businesses which led to the entry into the Merger transaction.
About Verde Bio Holdings, Inc.
Verde Bio Holdings, Inc. (OTC: VBHI) is an oil and gas company engaged in the acquisition and management of mineral and royalty interests in lower risk, onshore oil and gas properties within the major oil and gas plays in the U.S. The Company's dual-focused growth strategy relies primarily on leveraging management's expertise to grow through the strategic acquisition of revenue producing royalty interest and strategic and opportunistic non-operated working interests.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, SensaSure's and Verde's expectations with respect to the Merger, including statements regarding the benefits of the transaction and the anticipated timing of the transaction. Words such as "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of SensaSure's and Verde's control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are not limited to: (i) the inability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain its key employees, (ii) costs related to the Merger, (iii) the outcome of any legal proceedings that may instituted against SensaSure or Verde, regarding the proposed Merger, (iv) the ability to maintain the listing of SensaSure's or Verde's securities on the OTC prior to the Merger, (v) the risk that SensaSure or Verde is not able to maintain and enhance its brand and reputation in its marketplace, adversely affecting SensaSure's or Verde's business, financial condition and results of operations, (vi) the risk that periods of rapid growth and expansion could place a significant strain on SensaSure's resources, including its employee base, which could negatively impact SensaSure's operating results; (xiii) the risk that SensaSure may never achieve or sustain profitability; (vii) the risk that SensaSure may need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; and (viii) other risks and uncertainties indicated from time to time in the Registration Statement. There may be additional risks that SensaSure or Verde does not know or that SensaSure and Verde currently believe to be immaterial that could also cause results to differ from those contained in any forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SensaSure assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
The foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described in the "Risk Factors" section of periodic reports filed by SensaSure or Verde with the Securities and Exchange Commission ("SEC"), the Registration Statement on Form S-4, as amended, filed by SensaSure, which includes a joint proxy statement/prospectus with respect to the shares of SensaSure capital stock to be issued to Verde stockholders in the Merger and the special meetings of SensaSure and Verde stockholders to approve various matters in connection with the Merger and other documents filed or to be filed by SensaSure from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and neither SensaSure, nor Verde assumes any obligation to, nor intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Neither SensaSure, nor Verde gives any assurance that either SensaSure or Verde, or the combined company, will achieve its expectations.
For more information, contact:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
