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This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
RICHMOND, BC / ACCESSWIRE / November 19, 2021 / Reco Central Alberta Inc. ("Reco") and Conscious Mind Labs Inc. ("CML") are pleased to announce the execution of a binding letter agreement (the "Letter Agreement") which, subject to certain conditions and applicable shareholder and regulatory approvals, will result in a reverse takeover of Reco by the shareholders of CML (the "Proposed Transaction"). The resulting issuer from the Proposed Transaction (the "Resulting Issuer") will carry on the current business of CML.
About Conscious Mind Labs (CML)
CML is a revenue-focused and research-driven alternative medicine and mental health company. CML discovers, researches and develops innovative medicines and therapy protocols to address mental health disorders and neurodegenerative diseases. CML takes an integrated approach to deliver mental health solutions at scale through the development of research-proven psychedelic medicines and "outside-the-box" treatment protocols tailored to different mental health conditions, such as depression, anxiety, addiction and PTSD. CML is accelerating consumer access to alternative medicines and psychedelic therapy through its Clinics and Consumer Packaged Goods (CPG) divisions. CML is positioning itself to deliver the world's most comprehensive portfolio of alternative medicines and treatment solutions for neurodegenerative diseases and mental health disorders.
The Letter Agreement
Under the terms of the Letter Agreement, the Proposed Transaction is anticipated to be completed by way of a three-cornered amalgamation under the Canada Business Corporations Act, whereby a wholly owned subsidiary of Reco will amalgamate with CML. In connection with the Proposed Transaction, Reco will reconstitute its board of directors and senior officers to be comprised of the nominees of CML (the "Boardand Management Rotation"), and will change its name to one determined by CML in its sole discretion (the "Name Change") and the Resulting Issuer will conduct its business under the new name.
Pursuant to the terms of the Letter Agreement, Reco will effect a stock consolidation (the "Adjustment") of its issued and outstanding common shares ("Reco Shares") including those issued pursuant to the Debt Conversion (as defined below) prior to completion of the Transaction (the "Closing"), that results in the shareholders of Reco receiving shares that have a value of $1,050,000 million based on the Issue Price (as defined below). The Reco Shares upon completion of the Adjustment are referred to herein as the "Adjusted Reco Shares". In accordance with the terms of the Letter Agreement, it is expected that the holders of the issued and outstanding common shares in the capital of CML (the "CML Shares") will be issued one (1) Adjusted Reco Share in exchange for every one (1) CML Share (the "Exchange Ratio") held immediately prior to the closing of the Proposed Transaction.
The Letter Agreement includes a number of conditions, including but not limited to, the Adjustment, requisite shareholder approvals including the approval of the shareholders of CML, the completion of the Name Change and the Board and Management Rotation, approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction and other closing conditions customary to transactions of the nature of the Proposed Transaction. Reco intends to call an annual general and special meeting of its shareholders (the "Meeting") in due course, and its shareholders will be asked to approve the following matters, among others, at the Meeting: the reconstitution of Reco's board of directors, the Name Change, the Adjustment, the Proposed Transaction or a component thereof (as may be required by the Canadian Securities Exchange (the "CSE"), and its continuation from Alberta to other provincial or federal jurisdiction.
Reco is a reporting issuer in the provinces of British Columbia and Alberta. The Resulting Issuer will apply to list its common shares on the CSE and, if and upon the satisfaction of the CSE's initial listing requirements, the common shares of the Resulting Issuer are expected to begin trading on the CSE following the closing of the Proposed Transaction.
CML Concurrent Financing
CML will also complete a non-brokered private placement offering (the "CML Concurrent Financing" of units ("CML Units") at a price of $0.50 per CML Unit (the "Issue Price") for gross proceeds of up to $3,500,000, subject to increase at the sole discretion of CML, with each CML Unit composed of one CML share and one-half of one (1/2) common share purchase warrant, with each whole warrant being exercisable to acquire one CML share at a price of $1.00 for a period of two years.
In connection with the Proposed Transaction, Reco will convert the debt of up to $60,000 into Reco Shares (the "Debt Conversion"). CML has also agreed with Reco that it will pay $50,000 on the closing of the Proposed Transaction to settle an equivalent amount of the debt owed by Reco to certain creditors.
Management of the Resulting Issuer
Subject to applicable shareholder and regulatory approval, upon completion of the Proposed Transaction, the board of directors and management of the Resulting Issuer will be comprised, in part, of the following individuals:
Donald Gauvreau - Director, Chief Executive Officer, and Chair:
Mr. Gauverau is recognized as one of the best researchers and product formulators in the natural health product industry. Mr. Gauvreau has earned the moniker "The Supplement Godfather" because of his in-depth knowledge and ability to continually develop new and exciting ingredients. Over the past 20+ years, Mr. Gauvreau has formulated hundreds of different products being sold around the world.
Dr. Jody Toor - Director and Chief Medical Officer:
Dr. Toor is a board-certified Integrative Medicine Doctor in both Canada and the United States. Dr. Toor is the founder of Empress Health and Wellness Center, an integrative medicine center in Vancouver, BC.
Jonathan White - Director:
Mr. White brings many years of experience in organization leadership to the Board of Directors. Mr. White has worked within the energy sector for over 20 years and has served in various governance roles. With over two decades of frontline experience, he possesses a strong appreciation for pragmatic industry solutions.
Investors are cautioned that, except as disclosed in the listing 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. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
All information contained in this press release with respect to Reco and CML 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.
The common shares of Reco have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
For additional information on Conscious Mind Labs Inc.:
Chief Executive Officer
For additional information on Reco Resources Inc:
Chief Executive Officer
Forward Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.
Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward- looking statements contained herein include, but are not limited to, statements regarding: the Company's ability to complete the Proposed Transaction; the ability of CML to provide the enumerated services; the ability of the Company to complete the Board and Management Rotation and Name Change; the ability of the Company and CML to receive the requisite approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction; and the ability of the Company to fulfill the listing requirements of the CSE.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company's ability to continue as a going concern; the Company's ability to continue to develop revenue-generating applications; continued approval of the Company's activities by the relevant governmental and/or regulatory authorities; the continued growth of the Company; the Company's ability to finance the completion of the Proposed Transaction; and the ability of the Company to fulfil the listing requirements of the CSE.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; risks associated with potential governmental and/or regulatory action with respect to the Company's and/or CML's operations; the Company's inability to complete the Proposed Transaction; the inability of CML to provide the enumerated services; the inability of the Company to complete the Board and Management Rotation and Name Change; the inability of the Company and CML to receive the requisite approvals of all regulatory bodies having jurisdiction in connection with the Proposed Transaction; and the risks associated with the Company's ability to meet CSE listing guidelines.
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.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
SOURCE: Conscious Mind Labs Inc.