Source: Highmark Technologies Corp. Press Release – 10.16.14
VANCOUVER, BRITISH COLUMBIA–(Marketwired – Oct. 16, 2014) – Highmark Marketing Inc. (CSE:HMK)(FRANKFURT:1HM)(PINKSHEETS:HMKTF) (“Highmark Marketing“) is pleased to announce it has entered into an arrangement agreement with Highmark Technologies Corp. (“Highmark Technologies“) and MJ Bioscience Corp. (“MJ Bioscience“) and has approved a private placement offering.
Plan of Arrangement
The arrangement agreement is dated October 16, 2014 and includes a statutory plan of arrangement (the “Plan of Arrangement“) with Highmark Marketing’s two wholly-owned subsidiaries, MJ Bioscience and Highmark Technologies. Highmark Marketing proposes to reorganize its business by completing a spin-off of certain assets by distributing all the shares in MJ Bioscience and Highmark Technologies to its shareholders as a return of paid in capital.
Shareholders of Highmark Marketing as of the Record Date (defined below) will receive the following shares:
|Shares at the Record Date||Additional Shares to be Received at Close of the Plan of Arrangement|
|Each Common Share Held in Highmark Marketing (CSE:HMK)||1 Common Share in MJ Bioscience||1/3 Common Share in Highmark Technologies|
It is intended that upon completing the Plan of Arrangement both MJ Bioscience and Highmark Technologies will each seek a listing upon the Canadian Securities Exchange, subject to meeting listing requirements.
MJ Bioscience Spin-off
As a result of the Plan of Arrangement, Highmark Marketing will transfer to MJ Bioscience all of the intellectual property related to its cannabis research and development. As consideration for the transfer, MJ Bioscience will issue the number of shares to Highmark Marketing required so that Highmark Marketing may distribute the shares on a 1 for 1 basis to its shareholders.
Highmark Technologies Spin-off
As a result of the Plan of Arrangement, Highmark Marketing will transfer to Highmark Technologies the MobiWeed assets that Highmark Marketing acquired through an asset purchase agreement on October 15, 2014 and is further described in the news release dated October 15, 2014. As consideration for the transfer, Highmark Technologies will issue the number of shares to Highmark Marketing required so that Highmark Marketing may distribute the shares on a 1 for 3 basis to its shareholders.
Plan of Arrangement Approval
The proposed Plan of Arrangement is subject to approval by Highmark Marketing’s shareholders and the Supreme Court of British Columbia. The Plan of Arrangement shall be carried out in accordance with provisions of the British Columbia Business Corporations Act, securities rules and stock exchange policies.
Highmark Marketing has also approved a private placement to offer up to 1,000,000 units at a price of $0.40 per unit for gross proceeds of up to $400,000. Each unit consists of one common share and one full share purchase warrant. Each warrant will be exercisable into one common share for a period of 36 months from the date of issuance at a price of $0.60 per share. The common shares and warrants comprising the units will be subject to a four month and one day hold period in accordance with the policies of the Canadian Securities Exchange and applicable securities regulation.
Highmark Marketing may pay a cash commission to certain finders equal to 10% of the gross proceeds raised and may issue to the finders that number of finders’ warrants that will entitle the holder thereof to purchase that number of common shares that is equal to 10% of the number of units issued under the Private Placement for a period of 36 months from issuance at an exercise price of $0.60 per common share.
Highmark Marketing will set the record date for both spin-offs on a date after the close of the private placement. The record date for the spin-offs will be set at least two days in advance by notice of a press release.
Highmark Marketing is a nutraceutical company, based in British Columbia, focused on bringing the health benefits of natural and herbal remedies to the market. Highmark Marketing intends to acquire, license, distribute, and market products in the nutraceutical industry.
Further information about Highmark Marketing is available under its profile on the SEDAR website www.sedar.com and on Highmark Marketing’s page on the CSE website.
The CSE has not reviewed, nor approved or disapproved the content of this press release.
This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of Highmark. Forward-looking information is based on certain key expectations and assumptions made by the management of Highmark, including future plans for acquisitions. Although Highmark believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Highmark can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. Highmark disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
Highmark Marketing Inc.
Chief Executive Officer