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ROUYN-NORANDA, QC,
March 21, 2019 /CNW Telbec/ - Fieldex Exploration Inc.
(TSXV: FLX) (Frankfurt: F7E1) is pleased to announce that
it has entered into a letter of intent, dated
March 18, 2019, with Copeland Biosciences Corp.
("Copeland Biosciences") to complete a reverse take-over
transaction (the "Proposed Transaction"). In addition
and in connection with the Proposed Transaction, Copeland
Biosciences will undertake a private placement of a minimum gross
proceeds of $2 million.
Upon the closing of the Proposed Transaction, it is proposed
that Fieldex will be listed on the Canadian Securities Exchange
(the "CSE"), will concurrently de-list from the TSX Venture
Exchange (the "TSXV") and will be renamed "Copeland
Biosciences Corp" (the "Resulting Issuer"). The
Resulting Issuer will carry on the business of Copeland Biosciences
as currently constituted. "Majority of the Minority"
shareholder approval will be required for the voluntary delisting
from the TSXV prior to the completion of the Proposed
Transaction.
The Proposed Transaction
The Proposed Transaction will be carried out by way of a share
exchange, merger, amalgamation, arrangement, take-over bid, or
other similar form of transaction which will result in Copeland
Biosciences becoming a wholly-owned subsidiary of Fieldex or
otherwise combining its corporate existence with a wholly-owned
subsidiary of Fieldex. The final structure of the Proposed
Transaction will be determined by Fieldex and Copeland Biosciences
to accommodate tax considerations, accounting treatment and
applicable legal and regulatory requirements. Subject to
regulatory and other required approvals, and the satisfaction of
other conditions contained in a definitive agreement to be entered
between Fieldex and Copeland Biosciences (the "Definitive
Agreement"), Fieldex will acquire all the issued and
outstanding shares of Copeland Biosciences (the "CBC
Shares").
Former Copeland Biosciences shareholders will receive one common
share in the capital of the Resulting Issuer ("Resulting Issuer
Shares") in exchange for each CBC Share held by them (the
"Exchange Ratio"). There are currently 98,850,000 CBC Shares
issued and outstanding, and assuming completion of the minimum
Private Placement there will be approximately an additional
6,666,666 CBC Shares outstanding. As a result, a minimum of
115,757,953 CBC Shares may be issued, including the CBC Shares to
be issued as finders' fee, as described below. Upon
completion of the Proposed Transaction, current shareholders
of Fieldex will hold approximately 2.02% of the then outstanding
shares of the Resulting Issuer. All outstanding stock options
of Fieldex not exercised prior to the closing of the Proposed
Transaction will be terminated without any payment of consideration
thereof immediately prior to the closing of the Proposed
Transaction. Each outstanding common share purchase warrants of
Fieldex will be adjusted by the Exchange Ratio and will remain
outstanding upon completion of Proposed Transaction.
Subject to regulatory approval and applicable securities laws,
on closing of the Proposed Transaction, the Resulting Issuer will
issue to arm's length persons, as finders' fee, a number of
Resulting Issuer Shares equal to 8% of the number of CBC Shares
acquired by Fieldex.
The Proposed Transaction is an arm's length transaction subject
to requisite regulatory approval, including the approval of the
CSE. The parties will prepare a listing application and a filing
statement in accordance with the policies of the CSE, outlining the
terms of the Proposed Transaction.
Private Placement
In connection with the Proposed Transaction, Copeland
Biosciences will also undertake a placement (the "Private
Placement") of subscription receipts (the "Subscription
Receipts") at a price per Subscription Receipt to be determined
in the context of the market, which is currently being considered
at $0.30 per Subscription
Receipt. The Private Placement is expected to close shortly
prior to the closing of the Proposed Transaction. The Private
Placement is currently anticipated to raise aggregate gross
proceeds of a minimum of $2
million. Each Subscription Receipt will automatically
be converted into one Resulting Issuer Share concurrently with the
closing of the Proposed Transaction at no additional cost to, and
without any further action by, the holder thereof.
Copeland Biosciences Corp.
Copeland Biosciences Corp, a cannabis pharma company provides
safe and effective remedies to relieve inflammatory pain with
propriety formulations in conjunction with modern technology and
innovate methods. The delivery system is the only FDA and
Health Canada cleared device for multi hour wearable use and is
exclusive to only Copeland Biosciences in Canada. This
Canadian based company unites the extensive orthopaedic knowledge
of renowned podiatrist Glenn
Copeland, who has over forty years of treating sports
medicine injuries.
By employing medical protocols that have been developed through
extensive consultation and testing, Copeland Biosciences has
discovered the optimal methods for topically applying its extensive
range of formulations. These ground-breaking discoveries
utilize topical medicine concentrations, including CBD based
remedies.
All Copeland Biosciences formulations are compounded by a
licenced, Canadian Pharmacist, ensuring purity, dosage,
concentrations, and safety.
Copeland Biosciences has an internationally renowned medical
advisory board comprised of Sir Dr Marc
Feldmann and Dr Jagdeep
Nanchahal. Their current and continual research at a
prestigious medical institution will provide invaluable efficacy of
Copeland Biosciences treatment parameters
Fieldex
Fieldex is a TSXV listed company that has been engaged in
mineral exploration in the Province of Québec. It was
incorporated under the provisions of the Canada Business
Corporations Act with its head office in Rouyn-Noranda, Québec. Fieldex is a "reporting
issuer" in the provinces of Alberta, British Columbia and Québec.
Fieldex currently has 15,668,023 common shares issued and
outstanding. (the "Fieldex Shares"),which are to be
consolidated on a 6.715 for one basis prior to the closing of the
Proposed Transaction (the "Consolidation"). The change
of corporate name to Copeland Biosciences Corp (the "Change of
Name") and the Consolidation will be subject to shareholder
approvals. Fieldex does not intend to seek shareholder
approval for the Proposed Transaction in accordance with the rules
of the CSE.
Board of Directors and Management
Upon completion of the Proposed Transaction, subject to
regulatory approval, the Board of Directors of the Resulting Issuer
will consist of up to five directors, each being a nominees of
Copeland Biosciences and the new officers of the Resulting Issuer
will be appointed by the Board of Directors of the Resulting
Issuer.
Trading Halt
Trading in Fieldex Shares on the TSXV is currently halted.
Fieldex does not intend to apply to the TSXV for reinstatement of
trading.
Significant Conditions to Completion of the Proposed
Transaction
Completion of the Proposed Transaction is subject to a number of
conditions including, but not limited to: completion of
satisfactory due diligence; execution of a Definitive Agreement;
receipt of regulatory approvals; listing on the CSE; shareholders
of Fieldex approving the Consolidation, Change of Name and
delisting from the TSXV, the completion of the minimum Private
Placement and other actions necessary to complete the Proposed
Transaction. There can be no assurance that the Proposed
Transaction, the Private Placement, the Consolidation, Change of
Name, delisting from the TSXV or any CSE listing 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 Proposed Transaction, any information
released or received with respect to the Proposed Transaction may
not be accurate or complete and should not be relied upon.
A comprehensive press release with further particulars relating
to the Proposed Transaction, Private Placement and the Resulting
Issuer will follow.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any
jurisdiction.
Information Relating to Copeland Biosciences Corp.
All information contained in this news release relating to
Copeland Biosciences, including information on Copeland
Biosciences's business, has been provided to Fieldex by Copeland
Biosciences. Fieldex has relied upon this information without
having made independent inquiries as to its accuracy or
completeness. Fieldex assumes no responsibility for the
inaccuracy or incompleteness of any information provided by
Copeland Biosciences, or for any failure of Copeland Biosciences to
disclose events that may have occurred or that may affect the
significance or accuracy of any such information or for any failure
of Copeland Biosciences to update or amend such information,
whether as a result of new information, future events or
otherwise.
Notice on Forward-looking Statements
This news release contains statements that may constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information may
include, among others, statements regarding the future plans,
costs, objectives or performance of Fieldex, Resulting Issuer and
their respective businesses, or the assumptions underlying any of
the foregoing. In this news release, words such as "may", "would",
"could", "will", "likely", "believe", "expect", "anticipate",
"intend", "plan", "estimate" and similar words and the negative
form thereof are used to identify forward-looking statements.
Forward-looking statements should not be read as guarantees of
future performance or results, and will not necessarily be accurate
indications of whether, or the times at or by which, such future
performance will be achieved. The forward-looking events and
circumstances discussed in this release, including completion of
the Proposed Transaction, Change of Name, Consolidation, Private
Placement, delisting from the TSXV or listing on the CSE, may not
occur and could differ materially as a result of known and unknown
risk factors and uncertainties affecting the companies, including
risks regarding investments in an early stage clean-tech company in
the renewable energy sector, the Resulting Issuer's management's
ability to manage and to operate its business, and the equity
markets generally. Forward-looking information is based on
information available at the time and/or management's good-faith
belief with respect to future events and are subject to known or
unknown risks, uncertainties, assumptions and other unpredictable
factors, many of which are beyond the control of Fieldex and
Copeland Biosciences. These risks, uncertainties and assumptions
include, but are not limited to, those described under "Financial
Risk Management Objectives and Policies" and "Risks and
Uncertainties" in Fieldex's Annual Report for the fiscal year ended
December 31, 2017, a copy of which is
available on SEDAR at www.sedar.com, and could cause actual events
or results to differ materially from those projected in any
forward-looking statements. Fieldex, Copeland Biosciences and the
Resulting Issuer do not intend, nor do they undertake any
obligation, to update or revise any forward-looking information
contained in this news release to reflect subsequent information,
events or circumstances or otherwise, except if required by
applicable laws.
Completion of the transaction described in this news release
is subject to a number of conditions, including TSX Venture
Exchange acceptance and disinterested shareholder approval.
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 Proposed Transaction, Consolidation,
Change of Name or Private Placement may not be accurate or complete
and should not be relied upon. Trading in the securities of
Fieldex should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits
of the proposed transaction and has neither approved nor
disapproved the contents of this press release. 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.
Website: www.fieldexexploration.com
Website: www.copelandbio.com
SOURCE FIELDEX EXPLORATION INC.