Canadian Silver Hunter Enters into Non-Binding Letter of Intent
to Complete Acquisition of Cannabis License Applicant,
and Establishes Special Committee
TORONTO, ON, July 9, 2018– Canadian Silver Hunter Inc. (the “Company”) (TSX VENTURE: AGH) is pleased to announce that it has entered into a non-binding letter of intent dated July 6, 2018 (the “LOI”) with a privately held company MariGrow Inc. (“MariGrow”). MariGrow has submitted its application and is currently engaged in the process to become a licensed producer of cannabis and cannabis products under the Access to Cannabis for Medical Purposes Regulations(“ACMPR”). The LOI outlines the general terms and conditions of a proposed transaction (the “Proposed Transaction”) pursuant to which the Company would acquire, by way of share exchange or other transaction, all of the issued and outstanding securities of MariGrow in exchange for securities of the Company, and the Company would continue on with the business of MariGrow.
The Proposed Transaction is subject to, among other things: the Company being satisfied with its due diligence review of MariGrow; the receipt of all necessary consents, approvals and authorizations including any applicable shareholder and stock exchange approvals; and the parties negotiating and entering into definitive binding agreements in respect of the Proposed Transaction. If the parties determine to proceed with the Proposed Transaction, the Company would seek shareholder and TSX Venture Exchange (“TSXV”) approval to delist from the TSXV, and apply to list its common shares on the Canadian Securities Exchange.
Prior to the completion of the Proposed Transaction, the Company would be required to call a meeting of its shareholders, and would seek the shareholder approval of the following, potentially among other matters: (i) the Proposed Transaction, if required under applicable law; (ii) a change of name of the Company to a name to be determined by MariGrow and acceptable to regulatory authorities; (iii) the election of nominees of MariGrow to the board of directors of the Company; and (iv) a delisting from the TSX Venture Exchange (which would require approval by the minority shareholders of the Company pursuant to the policies of the TSXV).
MariGrow Inc. is a privately held ACMPR applicant stage company seeking to be a cultivator and seller of high quality, affordable, condition specific varieties of custom grown and cured medical and recreational cannabis and cannabis products. MariGrow’s initial facility is an existing 32,000 square foot building that sits on just under 5 acres of land in a major industrial park in southern Ontario, and is serviced by road, rail and water access.
In order to review the merits of the Proposed Transaction, the Company has established a special committee (the “Committee”) of independent directors comprised of Tim Towers and Robert Gordon. The Company has requested that trading of its common shares be halted while the Committee reviews and considers the Proposed Transaction.
The Company also announces that is has granted to the members of the Committee, in accordance with the terms of the Company’s stock option plan, options to acquire an aggregate of 300,000 common shares of the Company exercisable at a price of $0.05 per common share until July 6, 2023.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.