Winston Resources Plantx Begin

2020-01-23 19:11 ET – News Release

Mr. Quinn Field-Dyte reports


Winston Resources Inc. has entered into a letter of intent dated Jan. 22, 2020, which sets out the basic terms and conditions for the acquisition by the company of all of the issued and outstanding common shares in the capital of Vegaste Technologies Corp., including its wholly owned subsidiaries (including PlantX Life Inc.), in exchange for common shares in the capital of the company. The acquisition is expected to be structured as a reverse takeover and will constitute a fundamental change for the company pursuant to the rules and policies of the Canadian Securities Exchange. The acquisition is an arm’s-length transaction. Upon successful completion of the acquisition, the company will continue the business of Vegaste as further detailed herein.

About Vegaste Technologies Corp.

Vegaste is an on-line source for high-quality plant-based food and beverages, distributing products throughout North America. Vegaste also intends to create a vibrant on-line community with a collaborative forum and blog to help like-minded consumers connect with each other. Vegaste will also partner with chefs to create unique dishes and will curate a list of approved vegan restaurants, as well as local and regional food delivery services. As a one-stop shop for fans of plant-based products, customers can come to Vegaste to learn about the benefits of a plant-based diet, peruse recipes and order products from the marketplace.

As of the date hereof, no meaningful financial information has been prepared by Vegaste. Vegaste will prepare audited financial statements in the near future, and the company will provide a summary of significant financial information in due course.

Proposed acquisition

The company and Vegaste have entered into the letter on intent, which sets out certain terms and conditions pursuant to which the proposed acquisition will be completed. The transaction terms outlined in the LOI are subject to the parties entering into a definitive agreement in respect of the acquisition on or before Feb. 28, 2020, or such other date as the company and Vegaste may mutually agree.

The LOI also contemplates other material conditions precedent to the closing of the acquisition, including the completion of a concurrent financing to raise aggregate gross proceeds of at least $1.5-million, customary due diligence, compliance with all applicable regulatory requirements, and receipt of all necessary regulatory, corporate, third party, board and shareholder approvals being obtained, including the approval of the exchange. There can be no assurance that the acquisition will be completed as proposed or at all.

It is anticipated that the closing will involve, among other things, the following steps, which may be amended if the parties mutually agree that such form would better satisfy their objective (including, but not limited to, tax efficiency to the parties):

  • Prior to the closing of the proposed acquisition, the company will consolidate its share capital on a one-new-share-for-10-old-share basis.
  • The shareholders of Vegaste will receive postconsolidation Winston shares in exchange for their common shares in the capital of Vegaste on the basis of 2-2/3rds (2.6667) Winston shares for each Vegaste share, for up to a total of 60 million Winston shares.
  • A concurrent financing of Winston shares that are currently expected to be offered at a price of 25 cents per Winston share or such other price determined in the context of the market will be completed.
  • All director, shareholder and regulatory approvals relating to the acquisition and the concurrent financing, including, without limitation, the approval of the exchange, will be received.
  • Each of the parties shall have executed, delivered and performed its respective covenants as outlined in the definitive agreement, and all representations and warranties of each party contained in the definitive agreement shall be true and correct at the time of closing.

Certain of the Winston shares issuable pursuant to the acquisition may be subject to the escrow requirements of the exchange and to hold periods as required by applicable securities laws.

The company may pay a finder’s fee in connection with the acquisition up to the maximum permitted under the policies of the exchange.

The resulting issuer — summary of proposed directors

It is currently anticipated that all of the current officers and directors of the company will resign from their respective positions with the company. Following the closing, the board of directors of the company is expected to consist of four directors, three of whom will be nominees of Vegaste. Further details concerning the management and directors of the company will be provided in a comprehensive press release when the parties enter into the definitive agreement and in the disclosure document to be prepared and filed in respect of the acquisition.

Trading in Winston shares

Trading in the company’s shares has been halted in compliance with the policies of the exchange. Trading in the company’s shares will remain halted pending the review of the proposed acquisition by the exchange and satisfaction of the conditions of the exchange for resumption of trading. It is likely that trading in the shares of the company will not resume prior to closing.

Disclosure and caution

Further details about the proposed acquisition, the concurrent financing and the resulting issuer will be provided in a comprehensive press release when the parties enter into the definitive agreement and in the disclosure document to be prepared and filed in respect of the acquisition. Investors are cautioned that, except as disclosed in the disclosure document, any information released or received with respect to the acquisition may not be accurate or complete and should not be relied upon.

All information provided in this press release relating to Vegaste has been provided by management of Vegaste and has not been independently verified by management of the company.

As of the date of this press release, the company has not completed a definitive agreement with Vegaste, and readers are cautioned that there can be no assurances that a definitive agreement will be executed or that the acquisition will be completed.

We seek Safe Harbor.

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