(TheNewswire)
Vancouver, B.C. / TheNewswire / August 21, 2017 - UMBRAL ENERGY CORP. (CSE: UMB) (the "Company" or "Umbral") is pleased to announce that further to its press release dated July 5, 2017, and pursuant to a share purchase agreement dated effective June 21, 2017 (the "SPA") among Umbral, its wholly-owned subsidiary 1005477 B.C. Ltd., Estek Ventures Corp. (the "Vendor") and Debra Senger ("Senger"), the Company has acquired an additional 25% interest (the "Acqusiition") in PhyeinMed Inc. ("PhyeinMed"), a late stage Health Canada Access to Cannabis for Medical Purposes Regulations ("ACMRP") applicant for the purpose of growing, selling and distributing medical cannabis. The Company now owns 75% of the issued and outstanding common shares of PhyeinMed while the Vendor retains a 25% interest.
In consideration for the Acquisition and pursuant to the terms of the SPA, the Company has:
-paid a total of $100,000 (an additional $20,000 will be paid upon completion by the Company of equity financing(s) that have raised gross proceeds of at least $1,500,000);
-issued 7,000,000 common shares in the capital of the Company ("Shares") at Closing. Such shares are subject to a four month hold period under applicable securities laws expiring on December 19, 2017, and are also subject to a voluntary escrow period pursuant to which 10% of the Shares were released immediately and an additional 15% of the Shares will be released every six months from the closing date;
-will issue an additional 4,000,000 Shares upon final award of an ACMPR production license;
-granted 2,000,000 stock options to Senger to acquire up to 2,000,000 Shares at an exercise price of $0.10 per Share (see press release dated August 16, 2017);
-awarded to Senger 2,400,000 restricted stock units to Senger and an additional 1,600,000 RSU's to other eligible recipients; and
-committed up to an additional $3,000,000 to fund PhyeinMed's efforts in the medical marijuana business.
In order to formalize a pay-for-performance culture and further strengthen the alignment between Company insiders with shareholders of the Company, Umbral also announces that a restricted share unit plan (the "RSU Plan") for directors, executive officers, employees and consultants of the Company was approved by the board and is expected to be put forth for ratification by the Company's shareholders at the next Annual General Meeting of shareholders ("AGM"). As detailed above, 4,000,000 restricted share units ("RSUs") were awarded in connection with the Acquisition which can be settled for Shares on a one for one basis. Half of the RSUs vest immediately while the remaining RSUs vest in 12 months. All RSUs awarded expire on August 18, 2022.
Further details regarding the RSU Plan and the awards made under such plan will be set out in the management information circular of the Company in connection with the next AGM.
Further to the news release dated July 14, 2017, the non-brokered private placement consisting of 34,000,000 units at a purchase price of $0.06 per unit is expected to close August 23, 2017 over subscribed.
About Umbral Energy Corp.
The Company is currently listed as a junior resource issuer having mineral exploration projects. The Company is considering other activities to increase shareholder value, including non-resource projects. The Company has a mineral exploration project in Quebec. In addition the Company has a 75% interest in PhyeinMed, who has applied for a license from Health Canada to legally grow and sell medical marijuana.
ON BEHALF OF THE BOARD OF DIRECTORS OF UMBRAL ENERGY CORP.
"Jag Bal"
Jagdip Bal
President and CEO
The Canadian Stock Exchange does not accept responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other
factors that may cause actual events to differ materially from current expectation. Important factors - including the availability
of funds, the results of financing efforts, the results of exploration activities -- that could cause actual results to differ materially
from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as
of the date of this press release. The company disclaims any intention or obligation, except to the extent required by law, to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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