TORONTO, ONTARIO--(Marketwired - July 21, 2017) -
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES
SecureCom Mobile Inc. (CSE:SCE)(CSE:SCE.CN)(CNSX:SCE) (" SecureCom ") is pleased to announce the approval by its shareholders of all matters put before them at the annual and special shareholder meeting of SecureCom held on July 20, 2017. Among other things, shareholders have approved the previously announced business combination (the " Transaction ") between SecureCom and DFMMJ Investments Ltd. (" DFMMJ ") pursuant to which SecureCom will continue the business of DFMMJ under the new name "Liberty Health Sciences Inc." (the " Resulting Issuer "). The Resulting Issuer will hereafter be engaged in the business of the cultivation and harvesting of medical cannabis in certain permitted state jurisdictions in the United States, with its initial focus of operations being in the State of Florida, as further described below.
The Transaction remains subject to the final approval of the Canadian Securities Exchange (the " CSE " or the " Exchange "), which is expected to be received on or about July 24, 2017. It is currently anticipated that trading of the common shares of the Resulting Issuer will commence on or about July 26, 2017 under the ticker symbol " LHS ".
Michael Galloro, Chief Executive Officer of SecureCom comments, "On behalf of all shareholders we are very pleased to have consummated a transaction with an experienced management team in an exciting new industry."
Summary of the Shareholder Meeting:
As part of the Transaction, the common shares of DFMMJ will be cancelled and former shareholders of DFMMJ will receive one common share of SecureCom for each DFMMJ common share so cancelled (the " Consideration Shares "). The common shares of SecureCom (including the Consideration Shares) have also been consolidated on the basis of three (3) pre-consolidation shares for one (1) post-consolidation SecureCom common share.
Other items approved by SecureCom shareholders include: (i) the appointment of MNP LLP as the new auditor of the Resulting Issuer; (ii) the adoption of an advance notice by-law; (iii) the adoption of an amended incentive stock option plan; and (iv) the election of five directors to the board of directors of the Resulting Issuer (the " Board ").
Further details on the Transaction are set out in the management information circular of SecureCom dated June 19, 2017, which is available on SEDAR at www.sedar.com .
Aphria Inc.:
As part of the Transaction, Aphria Inc. (TSX:APH) (" Aphria ") was issued and has acquired control of, directly or indirectly, an aggregate of 106,864,103 common shares of the Resulting Issuer. Such securities represent 37.63% of the Resulting Issuer's issued and outstanding common shares.
The securities are held for investment purposes, and Aphria may acquire additional securities, or dispose of its holdings of securities as investment conditions warrant, subject to applicable escrow requirements of the CSE. Copies of the reports filed in connection with these share ownerships will be available under the Resulting Issuer's profile at www.sedar.com .
About the Resulting Issuer:
As of the date hereof, the Resulting Issuer's primary asset is a license issued by the Florida Department of Health, Office of Compassionate, which permits the Resulting Issuer (through its subsidiaries) to operate as a "dispensing organization" under applicable Florida law and to possess, cultivate, process, dispense and sell medical cannabis in the State of Florida. The Resulting Issuer intends to continue to look at strategic avenues for growth including but not limited to evaluating targets, for expansion, in key U.S. states that have approved medical use of marijuana and meets its stringent investment criteria.
CAUTIONARY STATEMENTS : Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "intend" and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to the Resulting Issuer's intended focus after closing of the Transaction. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving medical marijuana; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the marijuana industry in the United States, income tax and regulatory matters; the ability of the Resulting Issuer to implement its business strategies; competition; crop failure; currency and interest rate fluctuations and other risks.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this release is made as of the date hereof and the Resulting Issuer is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal.
The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the " Securities Act "), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available.
