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SERVICES OR DISSEMINATION IN THE
UNITED STATES/
VANCOUVER, BC, Oct. 18,
2024 /CNW/ - Compass Venture Inc. (the
"Company" or "Compass") (TSXV: CVI.P), a capital pool
company, is pleased to announce that, further to its news release
disseminated on June 10, 2024, it has
entered into a master exchange agreement (the "Agreement")
dated October 15, 2024 with
CanniOasis Pte. Ltd. ("CanniOasis"), a Singapore-based biopharmaceutical company
focused on utilizing cannabinoid medicine to develop effective
personalized and targeted treatment regimens for neurological
diseases, and all of the holders (the "CanniOasis
Shareholders") of ordinary shares of CanniOasis (the
"CanniOasis Shares"), pursuant to which the Company has
agreed to acquire all of the issued and outstanding CanniOasis
Shares in exchange for the issuance of common shares of Compass to
the shareholders of CanniOasis (the "Transaction").
Upon completion of the Transaction, CanniOasis will become a
wholly-owned subsidiary of Compass, the business of CanniOasis will
become the business of Compass, the CanniOasis Shareholders will
have a controlling interest in Compass and CanniOasis will appoint
new directors and officers to manage the resulting entity (the
"Resulting Issuer") and its business.
The Transaction constitutes the Company's "Qualifying
Transaction" (as defined by Policy 2.4 Capital Pool
Companies ("Policy 2.4") of the TSX Venture Exchange
(the "Exchange")) and is not a Non-Arm's Length
Qualifying Transaction (within the meaning of the Exchange's
policies). The Transaction is subject to the approval of the
Exchange and of the minority shareholders of the Company,
among other conditions of closing. Other than in connection
with the Concurrent Financing (as defined below), no commissions or
finder's fees are being paid in relation to the Transaction.
The Transaction
The Agreement includes standard representations, warranties
and covenants for a Transaction of this nature. Pursuant to
the Transaction, the Company will acquire 100% of the issued and
outstanding CanniOasis Shares in exchange for common shares of the
Resulting Issuer (the "Resulting Issuer Shares"). CanniOasis
Shareholders will receive 1 (one) Resulting Issuer Share for every
1.44 CanniOasis Share held (the "Share Exchange Ratio").
Upon completion of the Transaction, existing holders of common
shares of Compass and CanniOasis Shareholders would own
approximately 7.4% and 70.5% of the Resulting Issuer, respectively,
on a fully-diluted basis, and the name of the Resulting Issuer will
be changed to such name as CanniOasis may determine and as
acceptable to the Exchange.
The Resulting Issuer Shares issued to Principals (within the
meaning of the Exchange's policies) of the Resulting Issuer will be
subject to escrow restrictions in accordance with the Exchange's
polices. In addition, the Resulting Issuer Shares issued to other
CanniOasis Shareholders may be subject to resale restrictions as
required by the Exchange's policies.
The completion of the Transaction will be subject to customary
closing conditions including, among others, the completion of the
Concurrent Financing, receipt of all required approvals and
consents for the Transaction and all related matters, including
approval of the disinterested holders of common shares of Compass,
and the approval of the Exchange and completion of the Concurrent
Financing, and other standard closing conditions.
Related Party Transaction and Minority Shareholder
Approval
Dr. Kah Meng Lim, the Chief
Executive Officer and a director of the Company, is also the
controlling shareholder, director and Chairman of the Board of
CanniOasis. Dr. Lim owns 124,377,941 CanniOasis Shares which
represent approximately 95.7% of the current total issued
CanniOasis Shares (prior to the Concurrent Financing described
below). Dr. Lim owns 400,000 Compass shares, which represent
3.8% of the current total issued and outstanding shares of Compass
and are subject to escrow restrictions in accordance with the
Exchange's policies. The Transaction is therefore considered a
"related party transaction" for the purposes of Multilateral
Instrument 61-101 Protection of Minority Security Holders
in Special Transactions ("MI 61-101"). As required
by MI 61-101, the Company will call a special meeting of
shareholders to seek approval of the Transaction by the Company's
minority shareholders (excluding Dr. Lim) by majority vote. In
connection with the requirement for minority shareholder
approval, Compass will file an information circular on its issuer
profile on SEDAR+ (www.sedarplus.ca), which will contain
prospectus-level disclosure regarding the Transaction,
CanniOasis and the Resulting Issuer.
The Company is relying on the exemption from the formal
valuation requirement provided in section 5.5(b) of MI 61-101,
which is available because the Company's common shares are listed
on the Exchange.
About CanniOasis
CanniOasis (f.k.a NGF (US) Epilepsy/Pain) was incorporated by
Lim Kah Meng pursuant to the
Companies Act (Singapore) on
11 August 2021.
CanniOasis is a personalized and targeted cannabinoid-based
biopharmaceutical company based in Singapore. CanniOasis aims to be a leader in
utilizing innovation-driven cannabinoid medicine to develop
effective personalized treatment regimens for neurological
diseases. Founded in 2021, CanniOasis has created a therapeutic and
diagnostic platform for the development of precision
cannabinoid-based drugs that includes prognostic clinical testing
and molecular mapping to guide the personalized treatment of
neurological disorders. Management believes that a key
differentiator and competitive advantage for CanniOasis is its
midbrain organoid model, which is designed to de-risk and shorten
the drug development process for neurological disorders. Further
information about CanniOasis and its business will be included in a
subsequent news release.
Financial Information of CanniOasis
Selected financial information for CanniOasis will be included
in a subsequent news release.
Concurrent Financing
The Transaction is subject to completion by CanniOasis of a
brokered private placement equity financing of subscription
receipts of CanniOasis (the "Subscription Receipts") at a
price of $0.16 per Subscription
Receipt, for aggregate gross proceeds of a minimum of CAD$5,000,000 or such other amount as
required in order to meet the requirements under the Exchange's
policies (the "Concurrent Financing"). Ventum Financial
Corp. will be the lead agent for the Concurrent Financing (the
"Agent"). Upon closing of the Transaction, and subject to
certain conditions, the Subscription Receipts will be converted
into common CanniOasis Shares and will be immediately exchanged for
Resulting Issuer Shares at the Share Exchange Ratio. The proceeds
of the Concurrent Financing will be used to satisfy the
business development and working capital requirements of the
Resulting Issuer. The final terms as to the structure of the
Concurrent Financing and any commission and/or finder's fees are
subject to the final agreement between the Company, CanniOasis and
the Agent and will be announced in due course.
Deposits Paid by CanniOasis
Each of Compass and CanniOasis will generally bear their own
respective costs and expenses associated with the Transaction and
related transactions, except that CanniOasis has paid to Compass:
(i) $50,000 as a refundable deposit
to be used by Compass towards payment of legal costs and other
professional fees associated with the Transaction; and (ii) an
additional $50,000 as a
non-refundable deposit to be used by Compass towards payment
of expenses in connection with the Transaction.
Sponsorship
Sponsorship of the Transaction is required by the Exchange
unless an exemption or waiver from this requirement is obtained in
accordance with the policies of the Exchange. The Company has
not yet engaged a sponsor in connection with the Transaction.
Additional information respecting the engagement of a sponsor
will be provided once available.
Proposed Management of the Resulting Issuer
At the closing of the Transaction, it is anticipated that Lim
Yee Chuan will be appointed as the Chief Executive
Officer, and that the board of directors of the Resulting Issuer
will consist of Dr. Kah Meng Lim,
Joshua Siow, and such other persons
as may be determined by CanniOasis. Upon completion of the
Transaction, it is anticipated Dr. Kah Meng
Lim will hold the majority of the Resulting Issuer Shares.
Information regarding other anticipated directors, officers and
insiders of the Resulting Issuer will be disclosed in subsequent
news releases.
Biographies for Mr. Yee Chuan
Lim, Dr. Kah Meng Lim and Mr.
Joshua Siow are out below:
Dr. Kah Meng Lim - 52 -
Director
Dr. Kah Meng Lim is an
accomplished scientist who obtained a PhD in Biomedicine at the
National University of Singapore School
of Medicine in 2001. For more than 20 years, Dr. Lim has pursued
his scientific interests in bioactive molecules that govern and
regulate cellular pathways leading to cellular homeostasis and
well-being. Dr. Lim has continually maintained his passion for
finding innovative and commercially viable solutions for molecular
medicine for cancers, where he has also published at least three
international peer reviewed scientific papers. He has filed for at
least five patents related to cannabinoids, specifically on medical
cannabis but not exclusive to just neurological usage.
Commercially, Dr. Lim has been involved in the following
start-up companies:
1. GeneOasis BioScientific Pte Ltd. (since 2013) (Food Supplies
and Processing, Diagnostics, Wellness Management and Cell &Gene
Therapies)
2. Green Oasis Therapeutics Pte Ltd. (since 2017) (Pre-Natal and
Post-Natal Extract Based Supplements, 3D Tissue Engineering)
Dr. Lim is currently involved with several companies in an
executive position. He is the Chief Executive Officer of Compass
Venture Inc. (since 2019), Zenzic Labs (since 2019) and NGF
BioEnterprise (since 2017). Dr. Lim is also on the board of GO-DX
Corp Ltd., Singapore Paincare Holdings Ltd., CanniOasis Pte Ltd.
and Betalife Pte Ltd. Dr. Lim has held the following positions:
Nanyang Technological University,
School of Chemical and Biomedical Engineering, Adjunct Assistant
Professor (2012 to 2013), and Tianjin University, Associate Professor (2014
to 2017).
Joshua Shiow – 70 - Director
Joshua Chee Keong Siow holds the
following certifications: Chartered Accountant, Singapore; Chartered Certified Accountant,
England; and Certified Internal
Auditor, United States. Mr. Siow
has extensive experience as a corporate director with numerous
companies listed on the Singapore Exchange Limited (SGX), the Stock
Exchange of Thailand (SET), and
the TSXV, as well as private companies, where he acted either as an
independent or an executive director of the audit, risk management,
remuneration and nomination committees.
Mr. Siow has management expertise in governance and business
strategies, with extensive understanding of corporate organization,
business operations, risk management, sustainability reporting,
information technology systems, corporate finance and investments.
He has worked in equity and option exchanges and clearing and
depository organizations, besides numerous financial institutions
for savings and trusts and commercial companies.
Mr. Siow held a management position at the then Vancouver Stock
Exchange from 1989 to 1997. He was also the Senior Vice President
of the Singapore Exchange Limited from 1997 to 2003. Since 2005, he
has been the Managing Director of Virtus Assure Pte Ltd., a company
offering independent assurance services consultancy providing
enterprise risk management, sustainability reporting, and
internal audits to stock exchange listed companies. Mr. Siow was a
director of Key Venture Capital Inc.("Key Venture") (2010-2014)
which was listed on the TSX Venture Exchange as a CPC. Together
with the board of Key Venture, he aided in successfully completing
a Qualifying Transaction by way of a combination of a CPC with
Boxxer Gold Corp (name changed to ExGen Resources Inc. on
December 18, 2014). Mr. Siow also
serves as a director on the board of Compass Venture Inc. since
December 2021.
Yee Chuan Lim – 52
– CEO
Graduated with a MBA with a focus on entrepreneurship and
finance, Yee Chuan Lim has more than
20 years of work experiences in business management, corporate
finance and strategic planning in both foreign and local MNCs.
Since 1998, Mr Lim has held executive and management positions in
KLA, Merrill Lynch, Inventec Besta, Pacific Internet, OCBC Bank,
Agilent Technologies and HL Display and has worked extensively in
the USA, Sweden, Germany, Switzerland, and the Asia Pacific region.
Currently based in Singapore,
Mr Lim has incubated and advised several local companies including
Handel Linc Display, Supplements Group, Woodlands Transport, SCash
Global, Nest Asset Management, Feng Ming Construction, Katrina
Holdings and Aly Energy. Mr Lim also served as a Professional
Management Consultant (PMC) and a consultant of Intellectual
Property Office of Singapore
(IPOS).
Additional Information
All information contained in this news release with respect to
CanniOasis and the Company was supplied by the parties
respectively, for inclusion herein, and each party and its
directors and officers have relied on the other party for any
information concerning the other party.
Complete details concerning the Transaction, Compass, CanniOasis
and the Resulting Issuer, and the Concurrent Financing will be
provided in the Filing Statement to be filed in connection with the
Transaction in the coming weeks, which will be available under
Compass' SEDAR+ profile at www.sedarplus.ca.
In accordance with Exchange's policy, the Compass Shares are
currently halted from trading and will remain so until such
time as the Exchange determines, which may not occur until the
completion of the Transaction.
About Compass Venture Inc.
The Company is a capital pool company within the meaning of
Policy 2.4 of the Exchange. Except as specifically
contemplated in such Policy, until the completion of its Qualifying
Transaction, the Company will not carry on business, other
than the identification and evaluation of companies, businesses or
assets with a view to completing a proposed Qualifying
Transactions. Investors are cautioned that trading in the
securities of a capital pool company is considered highly
speculative.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in
the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of
this release.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, Exchange
acceptance and, if applicable pursuant to Exchange policies
and applicable laws, majority of the minority
approval. Where applicable, the Transaction cannot close until the
required shareholder approval is obtained. There can be
no assurance that the Transaction will be completed
as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement to
be prepared in connection with the Transaction, any information
released or received with respect to the Transaction
may not be accurate or complete and should not be relied
upon. Trading in the securities of a capital pool
company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
Business Disclosure & Forward Looking Information
The above information regarding CanniOasis' business and
management has been provided by CanniOasis, and based on
preliminary due diligence reflects the beliefs and expectations of
the Company's management. This press release contains
forward-looking statements and information that are based on the
beliefs of management and reflect the Company's current
expectations. When used in this press release, such words as
"estimate", "project", "belief", "anticipate",
"intend", "expect", "plan", "predict", "may" or "should" and
the negative of these words or such variations thereon or
comparable terminology are intended to identify forward-looking
statements and information. The forward-looking statements and
information in this press release includes information
relating to the Transaction (including shareholders' approval,
approval of the Exchange, the name change and completion
or termination of the Transaction), the business of CanniOasis and
the anticipated business of the Resulting Issuer upon completion of
the Transaction, the terms of the Concurrent Financing, the
controlling shareholder, and the directors and management of the
Resulting Issuer upon completion of the Transaction.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause
actual results, performance or achievements, or other future
events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following risks: risks associated with the completion of the
Transaction and the Concurrent Financing; risks associated
with obtaining Exchange and minority shareholder approvals; the
need for additional financing following completion of the
Transaction; changes in laws or regulations that could adversely
affect the Resulting Issuer's business and results of operations;
reliance on key personnel; the potential for conflicts of interest
among certain officers or directors with certain other projects;
and the volatility of the Company's common share price and volume.
Forward- looking statements are made based on management's beliefs,
estimates and opinions on the date that statements are made and the
Company undertakes no obligation to update
forward-looking statements if these beliefs, estimates and
opinions or other circumstances should change. Investors are
cautioned against attributing undue certainty or importance to
forward-looking statements.
The Company cautions that the foregoing list of material factors
is not exhaustive. When relying on the Company's forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. The Company has assumed a
certain progression, which may not be realized. It has also
assumed that the material factors referred to in the previous
paragraph will not cause such forward-looking statements and
information to differ materially from actual results or events.
However, the list of these factors is not exhaustive and is
subject to change and there can be no assurance that
such assumptions will reflect the actual outcome of such items
or factors. While the Company may elect to, it does not
undertake to update this information at any particular time, except
as required in accordance with applicable laws and policies of the
Exchange.
This press release is not an offer of the securities for sale in
the United States. The
securities have not been registered under the U.S. Securities
Act of 1933, as amended, and may not be offered or sold in
the United States absent
registration or an exemption from registration. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the
securities in any statin which such offer, solicitation or sale
would be unlawful.
SOURCE Compass Venture Inc.
