21:48:37 EDT Wed 24 Apr 2024
Enter Symbol
or Name
USA
CA



Prescient Mining Corp
Symbol PMC
Shares Issued 16,050,000
Close 2014-09-08 C$ 1.01
Market Cap C$ 16,210,500
Recent Sedar Documents

Prescient to acquire Aurora Marijuana for shares

2014-09-18 10:03 ET - News Release

Mr. Marc Levy reports

PRESCIENT ANNOUNCES DEFINITIVE AGREEMENT WITH AURORA MARIJUANA INC.

Prescient Mining Corp. has entered into a definitive share-exchange agreement dated Sept. 9, 2014, for its proposed acquisition of all of the issued and outstanding shares of Aurora Marijuana Inc.

Aurora Marijuana is a culture- and community-minded marijuana company in the final stages of receiving a licensed producer (LP) contract from Health Canada under the Marihuana for Medical Purposes Regulations (Canada) (MMPR). Aurora's ready-to-build approval from Health Canada was issued in January, 2014. Since then, Aurora has constructed a brand new, purpose-built, state-of-the-art, expandable 54,000-square-foot facility located on 160 acres in Mountain View county, Alberta. Located in the foothills of the Canadian Rocky Mountains, the facility is the largest of its kind, with access to fresh mountain water and a three-phase, high-voltage power grid.

Pursuant to the terms of the share exchange agreement, Prescient will issue to the shareholders of Aurora an aggregate of 60 million common shares of Prescient at the time of closing of the transaction. Approximately 70 per cent of the shares to be issued under the transaction will be held by insiders of the resulting issuer. Twenty million performance shares and 3.75 million warrants have also been reserved for issuance based on a key milestone of Aurora achieving the registration of a minimum of 2,000 patients under the Health Canada MMPR program.

In addition, Prescient will also issue a total of 21.45 million replacement warrants and four million replacement stock options to current holders of Aurora warrants and options, and assume Aurora's currently outstanding non-interest-bearing convertible debt in the principal amount of $1.5-million.

All transaction shares and replacement warrants issued above are subject to strict escrow provisions and a right of first refusal (ROFR) pursuant to the terms of the share exchange agreement for a period of 36 months. The replacement stock options are also subject to an 18-month vesting period and ROFR.

Marc Levy, president and chief executive officer, stated: "Terry Booth and the Aurora team have exceeded our expectations in every aspect throughout this process. They are to be congratulated for the calibre of the brand new Aurora facility, the efforts of the management and business development team, the attention to detail backed by research in each and every aspect of the facility. Aurora is truly a first-class company that we are proud to be a part of. We firmly believe this opportunity will provide significant value for our stakeholders with strong fundamentals."

Mr. Booth stated: "We look forward to sharing the Aurora standard with all our clients and the various stakeholders who have been there since the inception of Aurora. Our team is hard at work to ensure we provide the best possible product, service and value to our customers. I would like to thank the Aurora team and the Prescient team for all their hard work to make this happen. The support, patience and faith our shareholders gave us during the development of this transaction are remarkable."

The terms of the share exchange agreement also provide for certain management changes to be effected concurrently with the closing of the transaction. Current member of the board John Bean, CA, will be replaced with Mr. Booth and Steve Dobler, two of the current principals of Aurora. Mr. Dobler and Mr. Booth will also be appointed as the company's president and chief executive officer, respectively.

Mr. Booth, 50, CEO and director

Mr. Booth has been in the industrial permitting and governmental regulatory sector -- for over 20 years. He owns the leading safety codes permitting company in Alberta which holds contracts with municipal, provincial and federal governments. He has sold several successful businesses in Alberta during his career in the electrical and permitting industries.

Mr. Dobler, 50, president and director

Mr. Dobler has worked closely with Mr. Booth in the permitting space for over 20 years. Mr. Dobler is a professional engineer with previous public company experience. He has been involved in numerous private company acquisitions, integrations, operations and successful exits.

Mr. Levy, 45, director

Mr. Levy is the founder and former CEO of Norsemont Mining Inc., which he grew from a market capitalization of $1-million and subsequently sold to Hudbay Minerals Inc. for $520-million. He has directly raised over $100-million in the resource and technology sectors. He brings over 20 years of management and leadership experience in both private and publicly traded companies. Mr. Levy has been involved in several successful exits including Petaquilla Minerals, sold to Inmet Mining for $350-million, and Coal Hunter Resources, sold to Cardero Group for $52-million.

Isaac Moss, 61, director

Mr. Moss has over 25 years experience in international business, investment banking and international capital markets. In the 1990s he was associated with a corporate finance advisory group based in Switzerland where he consulted to a number of client companies in diverse industry sectors. Mr. Moss also has operations experience, having served in various senior management positions, including CEO of a specialty chemicals/industrial minerals company in Europe, chief operating officer of a wireless security software company and chief financial officer of a green energy company.

Mr. Bean, 50, CFO

Mr. Bean is a cross-border financial executive who has been involved in the resource and technology sectors. He has developed business plans, raised capital and negotiated deals with major corporations. Mr. Bean has held several executive positions with SHL Systemhouse and RSI International. He was recently CFO of Underground Energy, where he completed a financial turnaround of the company. Previously he was CFO of Monexa Payment Solutions.

Bill Macdonald, 47, corporate secretary

Mr. Macdonald is a securities lawyer, and founder and principal partner at the firm Macdonald, Tuskey. He has been practising securities and corporate finance law for over 15 years, and sits on the board of directors of numerous publicly listed companies.

In conjunction with the closing of the transaction, Prescient shall change its name to Aurora Cannabis, with a corresponding symbol change that will be announced when determined. A finder's fee will be payable on the transaction in accordance with the policies of the Canadian Securities Exchange (CSE).

Canaccord Genuity will be issued 250,000 broker warrants priced at $1.01 per share for a period of 12 months for advisory services rendered in connection with the transaction, subject to mandatory four-month hold and CSE regulatory approval.

Completion of the transaction is subject to a number of customary conditions including approval of the CSE. Trading in the company's shares on the CSE has been halted in connection with the announcement of the transaction and is not expected to resume until the CSE has had the opportunity to review certain documentation relating to the transaction, including a Form 2A listing statement which is currently being prepared by the company. Pursuant to the policies of the CSE, the approval of the Prescient shareholders for the transaction will also be required.

The company has granted one million stock options to directors, officers, consultants and employees of the company, exercisable for a period of five years, at a price of $1.01 per share, to be vested in accordance with the company's stock options plan and the policies of the CSE, subject to regulatory approval.

We seek Safe Harbor.

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