August 07, 2018 Ascent Industries Corp. & Paget Minerals Corp. Announce Results of Special Meeting of Shareholders, Conditional Approval from the Canadian Securities Exchange and Management Update
Not for distribution to United States newswire services or for release, publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
August 7, 2018 - Vancouver, British Columbia -- On July 26, 2018, Ascent Industries Corp. (“Ascent" or the “Company”) held a special meeting (the "Meeting”) of its shareholders to consider the proposed amalgamation (the “Amalgamation”) of the Company and Paget Minerals Corp. (NEX: PGS.H) (“Paget”), in connection with a proposed public listing of the amalgamated company (“Amalco”) on the Canadian Securities Exchange (the “CSE”) as previously announced. The Company is pleased to announce that the Amalgamation was approved by all the shareholders of Ascent at the Meeting. In addition, at a meeting of the shareholders of Paget held immediately after the Meeting of Ascent shareholders, the shareholders of Paget also overwhelmingly approved the Amalgamation, as well as the delisting of Paget from the NEX board of the TSX Venture Exchange.
On August 3, 2018, Ascent received written notification from the CSE that Amalco has been conditionally approved for listing on the CSE, subject to the completion of outstanding CSE application documentation and the payment of fees. The CSE has confirmed that Amalco will begin trading on August 9, 2018, under the symbol “ASNT”.
Results of Special Meeting of Shareholders
Shareholders of Ascent voted 100% in favour of the Amalgamation, while shareholders of Paget supported the Amalgamation with greater than 99% in favour. The successful completion of the Meeting and support for the Amalgamation marks the successful conclusion of one of the final critical steps in Ascent’s go-public process.
Philip Campbell, Ascent’s CEO, remarked “We at Ascent are extremely excited to begin the next phase of our growth, becoming a publicly traded company with the resulting liquidity for our shareholders, and expanded access to capital as we continue to grow. We plan to continue to meet challenges head-on as we steadily build out our business under the leadership of what we believe is a world class management team in the cannabis industry.”
Philip Campbell added “On behalf of Ascent, I am grateful to all our shareholders for their long-term support for the Company. I would also like to express my appreciation to all of our various partners who have helped us reach this day -- capital providers, industry partners, advisors, and especially employees. I am looking forward to building value for all stakeholders as a public company.”
Ascent Receives Conditional Listing Approval from CSE
On July 31, 2018, the CSE provided the Company with a conditional listing approval letter in respect of Amalco. On August 3rd, the Company gained access to the funds raised by the Company in the previously completed subscription receipt offering for gross proceeds of approximately $19.2 million. Furthermore, upon completion of the Amalgamation, the proceeds from the private placement totaling approximately $2.4 million recently completed by Paget will also become available. The Amalgamation will be completed and the Amalco shares will begin trading on Aug 9th, 2018 under the ticket “ASNT”.
Ascent would also like to announce certain changes to its executive management team. Philip Campbell, Chief Executive Officer, is pleased to announce that Blair Jordan, previously VP Corporate Development for Ascent, assumed the role of Chief Financial Officer of Ascent on August 3, 2018. Mr. Jordan was instrumental in arranging and structuring the Amalgamation, and the concurrent financing of approximately $19 million. He has significant capital markets experience, having been Managing Director at Echelon Wealth Partners Inc. in Canada for five years prior to joining Ascent, and in a variety of international roles with Credit Suisse Group for the previous nine years. Mr. Jordan holds an MBA from the Booth School of Business at the University of Chicago and an LLB from the University of British Columbia School of Law.
Pam Boparai, the Corporation’s former Chief Financial Officer, resigned effective August 3, 2018, to resume her professional consulting practice. Pam played an integral role in preparing the Company for the go-public process, and Ascent and the Board of Directors would like to thank Pam for her hard work, dedication and contributions to Ascent.
All information contained in this news release with respect to Ascent and Paget 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:
Philip Campbell, Chief Executive Officer and Director, Ascent.
Mark Brown, Chief Executive Officer,Paget Minerals Corp.
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 Amalgamation and listing is subject to a number of conditions, including but not limited to, final acceptance from the CSE. There can be no assurance that the Amalgamation or listing 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 Amalgamation and listing, any information released or received with respect to the Amalgamation and listing 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.
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.