CNRP Mining Announces Definitive Agreement for Acquisition of X-SPRAYS
VANCOUVER, British Columbia, Oct. 25, 2017 (GLOBE NEWSWIRE) — CNRP Mining Inc. (CSE:CND) (CRPGF) (the “Company” or “CNRP Mining”), is pleased to announce that further to its press releases of July 21, 2017 and August 22, 2017 it has entered into a share exchange agreement dated October 24, 2017 (the “Definitive Agreement”) to acquire all of the issued and outstanding shares of 1127466 B.C. Ltd. which holds, through a wholly owned subsidiary, a world-wide, exclusive license for X-SPRAYS – a brand of state-of-the-art life-enhancement products administered via an optimal oral spray delivery system (the “Transaction”).
Pursuant to the terms of the Definitive Agreement, the Company will, upon closing of the Transaction, issue to X-SPRAYS shareholders an aggregate of 16,500,000 common shares in the capital of the Company (the “Payment Shares”) at a deemed price of CAD$0.30 per Payment Share. Additionally, up to 28,000,000 CNRP shares will be issuable upon certain commercial milestones being achieved by X-SPRAYS (the “Performance Shares”). The Payment Shares and the Performance Shares will be subject to escrow conditions and/or resale restrictions as required by applicable securities laws and the policies of the Canadian Securities Exchange (the “CSE”).
The Transaction remains subject to certain closing conditions, including, obtaining all necessary approvals, including, approval of the respective boards, the approval of the CSE, and if applicable, shareholders of the Company. There can be no guarantees that the Transaction will be completed as proposed or at all. Subject to CSE approval, a finder’s fee of 1,650,000 common shares will be payable to an arm’s length party in connection with the Transaction.
None of the Payment Shares or Performance Shares to be issued pursuant to the Transaction have been or will be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any Payment Shares or Performance Shares issued pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and applicable exemptions under state securities laws. In addition, the Payment Shares to be issued pursuant to the Transaction under an exemption from the registration requirements of the U.S. Securities Act will be “restricted securities” as defined under Rule 144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legend as required under the U.S. Securities Act.
X-SPRAYS is comprised of dedicated scientists and product engineers who are passionate about health and creating the ultimate delivery system for optimal nutrition. The company has focused its efforts in creating a product line of oral sprays to deliver medicines, nutrients and vitamins. To date, X-SPRAYS has developed a novel line of 8 health care and life enhancement nutraceutical products focused on enhancing pain relief, awareness, sleep, libido, energy and recovery.
The Company’s product line is ready for commercialization with 8 novel sprays that include both hemp cannabidiol (CBD) and nutraceutical ingredients (4 with CBD and 4 nutraceutical). X-SPRAYS intends to expand its product line to include cannabis Tetrahydrocannabinol (THC) and CBD sprays. For more information, please visit the company’s website at: www.x-sprays.com.
ON BEHALF OF THE BOARD
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The CSE does not accept responsibility for the adequacy or accuracy of this release.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. The Canadian Securities Exchange has not in any way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.