Finore Mining Enters into Amalgamation Agreement with Micron Waste Technologies Inc.
VANCOUVER, British Columbia, June05, 2017(GLOBE NEWSWIRE) -- Finore Mining Inc. ("Finore" or the "Company") (CSE:FIN) (OTC:FNREF) is pleased to announce that the Company and Micron Waste Technologies Inc. ("Micron") have entered into an Amalgamation Agreement dated as of June 2, 2017 (the "Agreement"). The Agreement is structured as a three-cornered amalgamation whereby Micron will amalgamate with a newly incorporated British Columbia subsidiary of Finore and all the issued and outstanding shares of Micron (the "Micron Shares") are exchanged for common shares of the Company (the "Finore Shares") with Micron becoming a subsidiary of Finore (the "Proposed Transaction"). Following the completion of the Proposed Transaction all of the securityholders of Micron will become securityholders of Finore.
Prior to closing of the Proposed Transaction, the Company will change its name to Micron Waste Technologies Inc., or such other name as agreed by the parties, and will complete a consolidation of the Finore Shares on the basis of one post-consolidated Finore Shares for every two pre-consolidation Finore Shares. Pursuant to the Proposed Transaction, the shareholders of Micron will receive one post-consolidated Finore Share for each Micron Share. No concurrent financing is anticipated to occur in connection with the Proposed Transaction. The Company and Micron have approximately C$5,400,000 in cash at the date of this news release.
Upon completion of the Proposed Transaction, all of the outstanding share purchase warrants of Micron will cease to represent a right to acquire Micron Shares and will instead provide the right to acquire post-consolidated Finore Shares, all in accordance with the adjustment provisions provided in the certificates representing the warrants.
The Proposed Transaction is subject to, among other things, receipt of the approval of the shareholders of Micron, approval of the Canadian Stock Exchange (the "CSE") and standard closing conditions.
Upon completion of the Proposed Transaction, Finore will continue on with the business of Micron, with Micron as its operating subsidiary (the Company after the Proposed Transaction being referred to herein as the "Resulting Issuer").
Certain Finore Shares issued to Related Persons (as defined in the policies of the CSE) of Finore are subject to escrow requirements under the policies of the CSE.
None of the securities to be issued pursuant to the Proposed Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant to the Proposed Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Conditions to the Proposed Transaction
The completion of the Proposed Transaction remains subject to a number of terms and conditions including, among other things:
- Micron having received shareholder approval of the Proposed Transaction by a special majority of the Micron shareholders;
- Finore and Micron obtaining all necessary consents, orders and regulatory approvals, including the conditional of the CSE subject only to customary conditions of closing;
- dissent rights not having been exercised by greater than 5% of the Micron shareholders;
- no material change occurring to the business of Finore and Micron;
- the satisfaction of obligations under the Amalgamation Agreement relating to each of the parties; and
- the delivery by each of the parties of standard closing documents, including legal opinions.
The shares of the Company were halted on June 2, 2017 and may remain halted until the completion of the Proposed Transaction.
About Micron Waste Technologies Inc.
Micron Waste Technologies Inc. has developed an innovative patented-pending technology that transforms organic waste into clean water that meets municipal effluent discharge standards. The Micron technology is targeted for supermarkets, restaurants and marijuana producers seeking to reduce costs and improve efficiency in the processing of organic waste. Micron's technology is currently being used by a major B.C. food retailer where Micron has installed a pilot demonstration unit. In addition, Micron is in advanced discussions with industry leading marijuana cultivators in Canada to install Micron Waste Digesters at their licensed cultivation facilities. For more information about Micron, please visit www.micronwaste.com
We seek Safe Harbor.
On behalf of the Board of Directors
"Rav Mlait"
President and CEO
The CSE does not accept responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding "Forward-Looking" Information
The forward-looking information contained in this press release is made as of the date of this press release and, except as required by applicable law, the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as may be required by law. By its very nature, such forward-looking information requires the Company to make assumptions that may not materialize or that may not be accurate. This forward-looking information is subject to known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such information.
Listing: CSE - Symbol: FIN, OTC: FNREF
Company contact: info@finoremining.com, Phone: 844 318-8216