TSX-V
MSA.V
0,06 CA$
0,00%
Signs Letter of Intent with Sunrite Greenhouses Ltd
Publié le 24 juillet 2018
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Re: News Release - Friday, July 20, 2018
Mesa Exploration Corp. Signs Letter of Intent with Sunrite
Greenhouses Ltd
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Mesa Exploration Corp. (TSX-V: MSA, OTCPK: MSAJF) (the "Company" or
"Mesa") is pleased to announce that it has signed a Letter of Intent
dated July 11, 2018 ("LOI") with Sunrite Greenhouses Ltd. ("Sunrite"),
a private Leamington, Ontario corporation whose sole shareholders are
Carl Mastronardi (50%) and Jamie D'Alimonte (50%), to acquire their
430,000 square foot Sunrite Farm 2 greenhouse facility (the Sunrite
Facility") located at 620 Essex Road 37 Wheatley, Ontario. Sunrite
intends to convert the Sunrite Facility, currently being used to grow
bell peppers which are sold through the Del Fresco Produce Group, into
a greenhouse cannabis cultivation facility.
Acquisition Terms
Subject to Exchange approval, as well as applicable director and
shareholder approvals, Sunrite intends to transfer the Sunrite Facility
to a subsidiary of Sunrite -- Greenway Greenhouse Cannabis Corporation
("Greenway"), an entity incorporated in the province of Ontario, and
following such transfer, Mesa will acquire, on an arm's length basis
(the "Acquisition"), all of the issued and outstanding shares of
Greenway ("Greenway Shares"). The total purchase price shall be
satisfied by Mesa issuing an aggregate of 160,000,000 of its common
shares ("Mesa Shares") at a deemed issuance price of $0.05 per Mesa
Share.
The Acquisition is subject to customary closing conditions, including
each party's satisfaction with its due diligence investigations, the
completion of an independent greenhouse appraisal, entering into
applicable definitive agreements, and the acceptance of the Acquisition
by the TSX Venture Exchange ("TSXV").
At this time, there is no relevant financial information with respect
to Greenway, but Greenway will complete an independent appraisal of the
Sunrite Facility prior to the closing of the Acquisition. The
Acquisition will constitute a Reverse Takeover ("RTO") as defined by
TSXV Policy 5.2, and will require the requisite shareholder approval of
the Mesa shareholders and approval of the TSXV. The Acquisition will be
completed by way of share exchange or three-cornered amalgamation, and
the name of the resulting issuer will be Greenway Greenhouse Cannabis
Corporation.
In addition to the shares issued under the terms of the Acquisition,
under the Letter of Intent, dated July 11, 2018, as a condition of
closing, Greenway also agreed to seek to raise not less than $2,250,000
pursuant to a non-brokered equity offering to be completed by way of a
private placement (the "Concurrent Equity Offering"), on terms to be
determined by Greenway. The proceeds raised pursuant to the Concurrent
Equity Offering shall be used in connection with the completion of the
transactions contemplated by the Acquisition, the conversion of the
Sunrite Facility into a cannabis cultivation facility and general
operating expenses. On completion of the RTO, participants in the
Concurrent Equity Offering will receive one share of Mesa for every one
share of Greenway acquired pursuant to the Concurrent Equity Offering.
Terms of the proposed financing will be disseminated by way of news
release once they have been determined.
A Sponsor has not been retained in connection with the contemplated RTO
and as of this date the Company does not intend to seek a Sponsor.
The names, backgrounds, and jurisdictions of all Persons who currently
constitute Principals or Insiders of the Issuer as of this date are as
follows:
>From Mesa:
.. Foster Wilson, President, Director CEO and Director of the
Corporation, Nevada, United States.
Mr. Wilson has over 30 years of experience in exploration and
development ranging from reserve drilling and estimation, feasibility
studies, mine permitting and development. He has worked in various
capacities for Placer Dome, Echo Bay and various junior exploration
companies,
.. Joe Chan, Chief Financial Officer of the Corporation, Vancouver,
British Columbia,
.. Greg French, Director of the Corporation, Nevada, United States,
.. Brian Kirwin, Non-Executive Chairman and Director of the Corporation,
Nevada, United States,
.. Larry Kornze, Director of the Corporation, Idaho, United States;
It is expected that Foster Wilson will continue with the Company in the
capacity of Director but that, effective the closing of the
contemplated transaction, all other current directors and officers of
Mesa will resign.
In addition, the names, backgrounds, and jurisdictions of all Greenway
Persons who will constitute Principals or Insiders of the Resulting
Issuer as known as of this date are as follows:
.. Jamie D'Alimonte, Chief Executive Officer, Co-Chairman, Leamington,
Ontario, Canada
Jamie is a third-generation grower and has over 25 years of experience
in hydroponic farming. As a past student of Wayne State University's
business school, he has successfully integrated efficiencies and
innovation into operations with tremendous success. Jamie is the CEO of
the Del Fresco Produce Group and is involved in the day to day
operations of the business from transplanting, harvesting and sales of
all produce. He is very dedicated and is always researching for new
growth opportunities within the market. He is driven by data analysis
and constantly seeks opportunities to add value to growing techniques,
product development, and marketing strategies.
.. Carl Mastronardi, President, Co-Chairman, Leamington, Ontario, Canada
Mr. Mastronardi brings over 40 years of agricultural experience to the
team; humbly starting with growing common crops in fields, to now
perfecting over 50 varieties of tomatoes, cucumbers, and peppers in
over 4 million square feet of hydroponic greenhouses. In addition to
growing vegetables, in 2006, Carl founded his own vegetable marketing
company, Del Fresco Pure, which now distributes produce to several
national retailers in both Canada and the USA. Carl's leadership,
passion and extensive knowledge are invaluable to the group. Carl is
the President of the Del Fresco Produce Group.
.. Darren Peddle, Chief Financial Officer, Director, Leamington,
Ontario, Canada.
Darren is a CPA, CA and the current Financial Controller for the Del
Fresco Produce Group. He received his training and extensive experience
with large corporations from working at KPMG LLP. Afterwards, he
followed his interests to the agricultural industry while working for
HMID LLP, an agricultural specialty accounting firm. Darren has since
been applying his knowledge and skills to the hydroponic greenhouse
farming industry.
.. Konrad Pimiskern, Senior Vice President, Director, Kelowna, British
Columbia, Canada
Mr. Pimiskern brings over 25 years of corporate finance and retail
investment experience to the group. Over his career as a licensed
Investment Advisor, Konrad has worked with national brokerage firms
Raymond James, Edward Jones and Leede Jones Gable. A graduate of
Washington State University, Konrad holds a Bachelor's degree in
Business Administration (Finance). Konrad's roles with the company
include fundraising and corporate development.
The current directors of Greenway are Jamie D'Alimonte and Carl
Mastronardi. Greenway will be reconstituting its Board prior to the
closing of the contemplated transaction.
About Sunrite Greenhouses Ltd.
Sunrite and the Del Fresco Group, own and operate over 4 million square
feet of hydroponic, computerized greenhouses and employ over 350 people
in the greater Leamington, Ontario area. The Del Fresco Group is the
first organization to successfully grow, in large capacity, the highest
quality of strawberries under grow lights without the use of
pesticides. Jamie D'Alimonte and Carl Mastronardi, are innovators in
the greenhouse vegetable business, pioneering many new products and
varieties, such as the Euro Bean, and are constantly experimenting with
and perfecting new crops.
About Mesa Exploration Corp.
Mesa is exploring a portfolio of mineral properties in the United
States where it controls land holdings in proven mining districts with
excellent access and infrastructure. Mesa currently has 17.5 million
shares issued and outstanding.
For further information please visit our website at
www.MesaExploration.com.
ON BEHALF OF THE BOARD
MESA EXPLORATION CORP.
(signed) Foster Wilson, President and CEO
For further information call:
Corporate Communications Mesa 1-775-771-5219 Sunrite
Greenhouses Ltd. 250-469-0438
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable,
disinterested shareholder 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 Mesa Exploration Corp. 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 news release.
This news release includes certain statements that may be deemed
"forward-looking statements". All statements in this release, other
than statements of historical facts, are forward-looking statements.
Although the Company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions, such
statements are not guarantees of future performance and actual results
or developments may differ materially from those in the forward-looking
statements. Factors that could cause actual results to differ
materially from those in forward-looking statements include
unsuccessful exploration results, changes in metals prices, changes in
the availability of funding for mineral exploration, unanticipated
changes in key management personnel. Accordingly, actual events may
differ materially from those projected in the forward-looking
statements. For more information on the Company and the risks and
challenges of its business, investors should review the Company's
annual filings that are available at www.sedar.com
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