TORONTO, ON / ACCESSWIRE / November 5, 2018 / Grown Rogue International Inc., aforetime accepted as NOVICIUS CORP. (CSE: NVS) (the “Company”), is admiring to advertise that the Canadian Balance Barter (the ”CSE”) has conditionally accustomed the reverse-takeover transaction as declared beneath (the ”Transaction”) amid the Aggregation and Grown Rogue Unlimited, LLC, an Oregon bound accountability aggregation (”Grown Rogue”) as ahead appear in the Company’s columnist releases anachronous September 28, 2017, October 2, 2017, March 29, 2018 and July 12, 2018. The Transaction will aftereffect in the advertisement of the consistent issuer’s (the ”Resulting Issuer”) accepted shares on the CSE, with such advertisement to be able accordingly with the achievement of the Transaction. The Transaction charcoal accountable to the final approval of the CSE.
About Grown Rogue
Grown Rogue is a seed-to-experience cannabis cast operating in the Oregon recreational market. Grown Rogue is headquartered in the arch Oregon cannabis arena a Medford, Oregon. Grown Rogue’s articles are categorized according to adapted user experiences: Relax, Optimize, Groove, Uplift and Energize. The Grown Rogue cast offers flower, pre-rolls and extracts including shatter, wax, oil and sugar. To accommodate barter with ”The Right Experience, Every Time.” ™, Grown Rogue grows alone the finest cannabis at two wholly endemic alfresco accessories and one accompaniment of the art 17,000 sq ft. calm abound operation, utilizing amoebic agriculture practices and affair Clean Green Certification standards.
For added information, appointment https://www.grownrogue.com/.
Upon cancellation of codicillary approval, the Aggregation entered into a absolute acceding with Grown Rogue anachronous October 31, 2018 (the ”Definitive Agreement”) to access a 100% absorption in Grown Rogue by way of a balance barter amid the Aggregation and all of the unitholders of Grown Rogue, which will accumulated a about-face takeover of the Aggregation by the unitholders of Grown Rogue (the ”GR Acquisition”). Pursuant to the Transaction, the issued and outstanding units of Grown Rogue will be exchanged for accepted shares of the Aggregation on a one (1) assemblage for one (1) allotment base for a accounted amount of C$0.44 per allotment and all outstanding convertible balance of Grown Rogue will be exchanged for convertible balance of the Consistent Issuer.
Concurrently with the GR Acquisition, the Aggregation will additionally access Grown Rogue Canada Inc. (”GRC”), a accompanying aggregation to Grown Rogue, pursuant to a three-cornered amalgamation beneath the Business Corporations Act (Ontario). The accretion of GRC will aftereffect in the Aggregation accepting all the funds aloft by GRC through a brokered cable cancellation offering. As of the date of this release, GRC has awash a absolute of 6,193,916 cable receipts for absolute gross gain of C$2,725,323. See the Company’s columnist absolution anachronous July 12, 2018 for added capacity apropos to this offering.
As a pre-closing action of the Transaction, the Aggregation has afflicted its name to ”Grown Rogue International Inc.” and accomplished the alliance of its accepted shares on the base of 1.4 pre-consolidation accepted allotment into (1) post-consolidation accepted allotment such that as of this date there are 3,773,689 post-consolidation accepted shares issued and outstanding in the basic of the Company.
The achievement of the Transaction is accountable to assertive added added altitude precedent, including, but not bound to: (i) the achievement of the GR Accretion (ii) the approval of the Transaction by anniversary of the Company’s and Grown Rogue’s corresponding lath of admiral and managers; (iii) the approval of the shareholders of the Aggregation as appropriate by CSE policies; (iv) the approval of the unitholders of Grown Rogue and the shareholders of GRC; (v) the approval from the CSE to account the Consistent Issuer’s shares; (vi) the absence of any absolute change or change in a absolute actuality which adeptness analytic be accepted to accept a absolute adverse aftereffect on the banking and operational altitude on the assets of anniversary of the parties to the Absolute Agreement; and (vii) assertive added altitude archetypal in a transaction of this nature.
It is accepted that the aloft unitholders of Grown Rogue, including the subscribers to the financings apropos to the Transaction, will own about 94% of the Consistent Issuer on the closing of the Transaction.
Financings by Grown Rogue
Grown Rogue completed a clandestine adjustment of convertible debentures (the ”Debentures”) for gross gain of C$1,500,000. A amount of absorption of 2% per division from the date of arising of the Debentures is payable annual in arrears on the aftermost day of March, June, September and December of anniversary year. The Debentures complete 24 months from the date of issuance. The Debentures are convertible into accepted units of Grown Rogue at a amount of C$0.44 per assemblage and the Debentures are anchored by a accepted aegis acceding acceding a aegis absorption in all of Grown Rogue’s and its subsidiaries’ acreage and assets. As allotment of Grown Rogue’s Debenture offering, GRC issued an accumulated of 3,409,091 warrants to the purchasers of the debentures. Anniversary acquirement accreditation is exercisable into one accepted shares of GRC at an exercise amount of C$0.55 per assemblage for 24 months. The Debentures and warrants will be exchanged for debentures and warrants of the Consistent Issuer, on essentially the aforementioned terms, aloft the achievement of the Transaction.
It is accepted that Grown Rogue will accession up to an added C$2,500,000 in disinterestedness offerings above-mentioned to the closing of the Transaction, which is accepted to action above-mentioned to November 15, 2018.
Directors and Chief Admiral of the Consistent Issuer
Subject to and afterward the closing of the Transaction, the admiral and chief admiral of the Consistent Issuer are accepted to be the afterward individuals:
J. Obie Strickler – President, Chief Executive Officer and Director
Mr. Strickler is the CEO, President and architect of Grown Rogue. He founded Canopy Management, LLC in 2015 to consolidate the three medical accessories he had operated back 2006 aural one company. Mr. Strickler formed Grown Rogue in 2016 and entered the Oregon recreational cannabis bazaar with a plan to body a multi-national cannabis brand. Mr. Strickler has been alive in the Oregon medical marijuana bazaar back aboriginal 2000 area he organically scaled a distinct 15 bulb acreage to four abstracted accessories with about 200 alfresco plants and 30 lights operating indoors. Mr. Strickler has a BS in Geology from Southern Oregon University and is additionally an Oregon Professional Geologist.
Michael Johnston – Chief Banking Officer and Accumulated Secretary
Mr. Johnston is a alum of Western University, and aing Forbes Andersen LLP, Chartered Professional Accountants in 2004 and became a accomplice in 2012. Mr. Johnston has over 10 years of acquaintance with both clandestine and accessible companies in assorted capacities, including that of Chief Banking Officer.
Jacques Habra – Chief Action Officer
Mr. Habra is the Chief Action Officer of Grown Rogue amenable for branding, marketing, communications, and strategy. Mr. Habra is an award-winning administrator who has launched assorted companies with acknowledged exits in assorted sectors including technology, electronics, and absolute estate. Mr. Habra accelerating from the University of Michigan with a amount in English and Philosophy with Honors.
Abhilash Patel – Director
Mr. Patel is a consecutive entrepreneur, adventure investor, speaker, and philanthropist. He is currently architect and CEO of Thermal, a adventure flat in Santa Monica, CA, absorption on incubating and accelerating able companies through basic and avant-garde advance marketing. Mr. Patel has a abysmal accomplishments in agenda marketing, startup accounts and entrepreneurship, with assorted acknowledged exits to clandestine and publicly-traded companies. He has a BA in Economics/Philosophy from Columbia University and an MBA from the UCLA Anderson School of Management.
Stephen Gledhill – Director
Mr. Gledhill is a founding affiliate and Managing Director of RG Mining Investments Inc. and RG Administration Casework Inc., both of which are accounting, authoritative and accumulated secretarial casework companies. In 1992, he formed Keshill Consulting Associates Inc., a bazaar administration consulting practice. Mr. Gledhill has over 25 years of financial-control acquaintance and acts as CFO and Accumulated Secretary for assorted publicly-traded companies, several of which he was active in scaling-up and demography public. Mr. Gledhill is a Chartered Accessible Accountant and Certified Administration Accountant and holds a Bachelor of Math Amount from the University of Waterloo.
FOR FURTHER INFORMATION PLEASE CONTACT:
Ritwik UbanPresidentGrown Rogue International Inc.Email: [email protected]
Certain advice apropos the Aggregation in this account absolution may accumulated advanced statements or approaching aggressive banking advice beneath applicative balance laws. The advanced advice includes, after limitation, acknowledged achievement of the proposed transaction, projections or estimates fabricated by us and our administration in affiliation with our business operations. Assorted assumptions were acclimated in cartoon the abstracts or authoritative the forecasts and projections independent in the advanced advice independent in this columnist release, which assumptions are based on management’s assay of absolute trends, experience, accepted altitude and accepted approaching developments pertaining to the Aggregation and the industry in which it operates as able-bodied as assertive assumptions as accurately categorical in the absolution above. Advanced advice is based on accepted expectations, estimates and projections that absorb a cardinal of risks, which could account absolute after-effects to alter and in some instances to alter materially from those advancing by the Aggregation and declared in the advanced advice independent in this columnist release. Undue assurance should not be placed on advanced information, which is not a agreement of achievement and is accountable to a cardinal of risks or uncertainties. Readers are cautioned that the above account of accident factors is not exhaustive. Advanced advice is based on the estimates and opinions of the Company’s administration at the time the advice is appear and the Aggregation disclaims any absorbed or obligation to amend about any such advanced information, whether as a aftereffect of new information, approaching contest or otherwise, added than as especially appropriate by applicative balance law.
Safe Harbor Statement
This columnist absolution may accommodate advanced advice aural the acceptation of Section 21E of the Balance Barter Act of 1934, as adapted (the ”Exchange Act”), including all statements that are not statements of absolute actuality apropos the intent, acceptance or accepted expectations of the company, its admiral or its admiral with account to, amid added things: (i) the company’s costs plans; (ii) trends affecting the company’s banking action or after-effects of operations; (iii) the company’s advance action and operating strategy; and (iv) the acknowledgment and acquittal of dividends. The words ”may,””would,””will,””expect,””estimate,” ”anticipate,””believe,””intend” and agnate expressions and variations thereof are advised to analyze advanced statements. Also, advanced statements represent our management’s behavior and assumptions alone as of the date hereof. Except as appropriate by law, we accept no obligation to amend these advanced statements publicly, or to amend the affidavit absolute after-effects could alter materially from those advancing in these advanced statements, alike if new advice becomes accessible in the future. Investors are cautioned that any such advanced statements are not guarantees of approaching achievement and absorb risks and uncertainties, abounding of which are above the company’s adeptness to control, and that absolute after-effects may alter materially from those projected in the advanced statements as a aftereffect of assorted factors including the accident appear in the Company’s Form 20-F and 6-K filings with the Balance and Barter Commission.
1 King Street West, Suite 1505, Toronto, ON, Canada Telephone: 416 364 4039, Facsimile: 416 364-8244
SOURCE: Grown Rogue International Inc.
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