|July 30, 2018|
Paget Minerals Corp. Announces Closing Of Private Placement And Results Of Annual And Special Meeting Of Shareholders
|July 30, 2018 - Vancouver, British Columbia -- Paget Minerals Corp. (NEX: PGS.H) ("Paget" or the "Company") is pleased to announce that, further to its press release dated April 30, 2018, it has closed its non-brokered private placement (the "Offering") of common shares at a price of $0.05 per share for gross proceeds of approximately $2.4 million. Paget will use a portion of the proceeds to cover transaction expenses related to its previously announced transaction with Ascent Industries Corp. ("Ascent"), and intends to use the remaining proceeds for general corporate purposes. In connection with the Offering, Paget paid certain finders, in the aggregate, a cash fee of approximately $31,000 in consideration for services provided in connection with the Offering.|
Results of Annual and Special Meeting of Shareholders
On July 26, 2018, Paget's annual general and special meeting of shareholders was held in Vancouver, British Columbia (the "Meeting"). Paget is pleased to announce the election of the following individuals to its Board of Directors: Arnold Armstrong, Mark Brown, Paul Kuhn and Richard Topham. At the Meeting, shareholders approved the appointment of Davidson & Company, Chartered Professional Accountants, as auditors of the Company, as well as resolutions approving the Company's stock option plan, the voluntary de-listing of the Company's common shares from the TSX Venture Exchange and the amalgamation of Paget and Ascent (the "Amalgamation"). Details regarding the matters of business considered at the Meeting are set forth in the Company's management information circular dated July 2, 2018 (the "Information Circular"), a copy of which is available on the Company's profile at www.sedar.com.
On July 26, 2018, Ascent also held a special meeting of its shareholders, at which Ascent shareholders approved a special resolution in respect of the Amalgamation.
Business Combination Update
The completion of the previously announced proposed business combination of Paget and Ascent by way of the Amalgamation (the "Transaction") is subject to regulatory approval. Further information will be made available as it becomes known. Paget shareholders are reminded to complete and deliver the Letter of Transmittal, which was sent to Paget shareholders together with the Information Circular, in order to facilitate the exchange of common shares in connection with the Transaction. Further details regarding the Letter of Transmittal and the process for exchanging common shares in connection with the Transaction is set forth in the Information Circular.
All information contained in this news release with respect to Paget and Ascent 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.
For further information, please contact:
Mark Brown, Chief Executive Officer, Paget Minerals Corp.
Philip Campbell, Chief Executive Officer and Director, Ascent.
About Ascent Industries Corp.
In Canada, Ascent (through its wholly-owned subsidiaries) is a Licenced Producer under the Access to Cannabis for Medical Purposes Regulations of Health Canada, with licences to cultivate cannabis and produce cannabis extracts. In addition, the Company is a Licenced Dealer under the Controlled Drugs and Substances Act (Canada), with the ability to produce, package, sell, send, transport and distribute medically focused cannabis products in Canada to other licenced entities and internationally in jurisdictions where medical cannabis is legal. In the United States, the Company holds licences in Oregon (for processing and for distribution of cannabis to any licenced entity in the state) and in Nevada (for cultivation and for production, processing and wholesale distribution of cannabis). In Europe, Agrima ApS, a Danish company and wholly-owned subsidiary of Ascent, has submitted licence applications for a Wholesaler Dealers Licence and Controlled Drug Licence in Denmark, and applications for the approval of eight products to the Danish Medical Cannabis Pilot Program.
The Company's operations currently include licenced facilities in British Columbia, Canada, and in Oregon and Nevada in the United States. The Company is increasing its cultivation and production capacity from 50,000 square feet to 710,000 square feet in 2018, from which it expects to produce significantly higher amounts of cannabis and cannabis oil to support its expanding operations.
The Company offers a product suite of more than 40 unique products under several consumer-focused brands, including gel capsules, tinctures, medicinal oils, concentrates, vaporizer pens, pre-rolled joints, various edibles and raw flower. Through careful development of its sophisticated cannabis brands, Ascent is positioned to be a leader in branded, commercialized products in both medical and adult-use markets across North America and internationally.
In addition, the Company conducts cannabis-based research with Simon Fraser University and the University of Kentucky, including in the area of unique cannabinoid formulations that produce targeted physiological outcomes.
Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance from the CSE. 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 listing 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.
This press release does not constitute an offer to sell or a solicitation of an offer to sell 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 or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither TSXV nor the CSE has in any way passed upon the merits of the proposed Transaction or the listing of the shares of the amalgamated entity and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSXV OR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV), NOR THE CSE OR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction and Amalgamation and the completion and timing thereof. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Paget and Ascent assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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