Cerus Energy Group Ltd. (the “Company”) (TSXV:CEA) is pleased to announce that its wholly owned subsidiary TexAlta Industries has entered into a definitive asset purchase agreement (the “Purchase Agreement”) dated as of March 14th 2018 pursuant to which it will acquire (the “Transaction”) Camarico Group Ltd. (“Camarico”, www.camarico.ca); a comprehensive private equity company for the integrated investment of medical and future recreational marijuana interests. The Group utilizes joint venture, collaboration, equitable investment and asset development to enhance the serviceability and profitability of its investments from the construction, supply, grow room, and to the end consumer.
Camarico’s portfolio is currently comprised of:
- Northern Chroniculture Ltd.
75% Equity Ownership Post Conversion
Camarico has facilitated a strategic Drawdown Convertible Debenture for retention of 75% of common equity post conversation. Northern Chroniculture is a late stage licensee currently in the 38,000 square foot build-out phase of their inaugural grow facility located near Prince George, British Columbia. The company has identified strategic licencing and facility management opportunities post receipt of their primary licence.
- Green Room Productions Inc.
50% Equity Ownership
Green Room Productions is an entertainment and event production company. The Company is primarily focused on music festivals, concerts, charity and private events.
- Aggro Manufacturing Ltd.
80% Equity Ownership
Aggro Manufacturing is engaged in the custom and production line design and manufacturing of marijuana cultivation, processing and handling systems.
- Camarico Land & Development Co.
100% Equity Ownership
Camarico Land & Development is a speculative re-zoning and phased development of 320 acres of lease land designated for the cultivation of marijuana in the County of Vulcan. The development will be organized in conjunction with Northern Chroniculture for the licencing
and management of designated facilities built in partnership with Camarico and strategic
- Canadian Botanical Distributors
100% Equity Ownership
Canadian Botanical Distributors Ltd is a retail entity focused on the branding and distribution of marijuana related products. The company is in preparation for the development of an online retail network of licenced marijuana distribution including the development of licenced dispensaries and distribution outlets. The Company is the primary principle of Heritage Grove and is in the process of additional branded development.
The Purchase Agreement was entered with Camarico Group Ltd. (“Camarico”), a non-arm’s length party to the Company which includes the participation of Mr. R. Mackenzie Loree and Mr. Anthony Chan of Cerus. The Company has also agreed to acquire all of the outstanding share capital of Camarico. In consideration for the acquisition of the outstanding share capital of Camarico, the Camarico shareholders will receive 16,250,000 common shares (the “Consideration Shares”) of the Company. Upon issuance, the Shares will be subject to an escrow arrangement from which they will be released upon final approval by the TSXV.
In furtherance of the acquisition, the Company, and its wholly-owned subsidiary, TexAlta Industries Ltd. (“Subco”), have entered into an amalgamation agreement with Camarico (the “Amalgamation Agreement”). Pursuant to the Amalgamation Agreement, Subco and Camarico will amalgamate and the resulting entity will become a wholly-owned subsidiary of the Company. In consideration for the amalgamation, all of the outstanding common shares of Camarico will be exchanged for common shares of the Company, on a one-for-five basis totaling 16,250,000 common shares.
In connection with completion of the Transaction, the Company also intends to change its name to “Camarico Group Ltd.” Pending completion of filings with the Toronto Venture Exchange (the “Exchange”) in connection with the Transaction, trading in the Company’s common shares has been halted at the request of the Company.
Completion of the Transaction is subject to a number of conditions including the approval of the shareholders of the Subco and Camarico, as well as the approval of the Exchange (TSXV). The Transaction cannot be completed until these conditions are satisfied, and there can be no assurance that the Transaction will be completed in a timely fashion, or at all. Further information concerning the Transaction will be available once the Company has submitted an application for a fundamental change of business with the Toronto Stock Exchange. Copies of the Purchase Agreement and the Amalgamation Agreement are available under the Company’s profile on SEDAR (www.sedar.com).
Cerus Corporate Changes
In consideration of the new direction of the company and the company’s historical operations all oil and gas investments will be suspended. The DFP program and the Pennant, Saskatchewan operations will be relinquished and transferred to the projects third party funder. No liability, debt or further obligation will be incurred post completion of transfer.
All other interests will be suspended or terminated in accordance to industry standard and applicable law. Maverick Northstar will be dissolved.
In connection with completion of the Transaction, it is anticipated that the Company will reconstitute its board of directors to consist of R. Mackenzie Loree, Len Tucker, Tom Carpenter and Arthur Kwan. It is also anticipated that R. Mackenzie Loree will remain the President and Chief Executive Officer of the Company, and Anthony Chan will be acting Chief Financial Officer.
For further information regarding Camarico, see the Company's profile on SEDAR at www.sedar.com.
Anthony Chan, CEO & CFO
Neither the Canadian Securities Exchange (CSE) nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING INFORMATION
Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important
risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the
Company’s beliefs, plans, expectations, anticipations, estimates and intentions. The words “may”, “could”, “should”, “would”,
“suspect”, “outlook”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, “target” and similar words and expressions are used
to identify forward-looking information. The forward-looking information in this news release describes the Company’s expectations
as of the date of this news release. The results or events anticipated or predicted in such forward-looking information may differ
materially from actual results or events. Material factors which could cause actual results or events to differ materially from a
conclusion, forecast or projection in such forward-looking information include, among others, risks arising from general economic
conditions and adverse industry events.
When relying on forward-looking information to make decisions, investors and others should carefully consider the foregoing factors
and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous
paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these
factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual
outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF
THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH
DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT
RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT
UNDERTAKE TO UPDATE THIS INFORMATION ON AT ANY PARTICULAR TIME.