Cluny Capital Announces Execution of Definitive Agreement for Qualifying Transaction
2020年11月6日 - 10:11AM
Cluny Capital Corp. (the “
Company”) (TSXV:CLN.H),
a capital pool company pursuant to Policy 2.4 of the TSX Venture
Exchange (the “
TSXV”), is pleased to announce that
it has entered into a definitive agreement with Teonan Biomedical
Inc. (“
Teonan”) for the proposed combination of
the two companies (the “
Proposed Transaction”).
The Proposed Transaction is intended to constitute the Company’s
Qualifying Transaction (as such term is defined by the TSXV) and
would result in a reverse take-over of the Company by Teonan. The
parties had originally entered into a binding letter of intent
dated July 28, 2020 which was announced by the Company on July 30,
2020. Additional details with respect to the Proposed Transaction
will be announced at a later date in a comprehensive news release
in accordance with Section 12.2 of TSXV Policy 2.4.
About Teonan
Teonan produces wellness beverages through its
two brands, Teonan and Velada. Inspired by the relationships which
ancient cultures held with the use of functional mushrooms,
Teonan’s line of beverages is primarily focused on delicious
flavours and immune support with a custom blend of organic
functional mushroom extracts added in all of its beverages. Offered
in a variety of delicious flavours, its beverage mixes are all
probiotic, certified organic, vegan, dairy free, GMO free and
gluten free. Teonan’s line of instant beverages are presently sold
direct to consumers via its online stores across North America with
shipping from its distribution centers in the USA and Canada. Its
second brand, Velada is Teonan’s cannabis brand which operates
under Teonan’s Canadian cannabis license which it obtained in
November 2019 in accordance with the Cannabis Act to produce a
cannabidiol (CBD) infused version of the Teonan beverage formulas.
Teonan is continuously striving to further fortify the connection
between people and functional mushrooms through its beverages.
For further information:
Cluny Capital Corp.James Greig, Director(778)
788-2745james_greig@hotmail.com
Teonan Biomedical Inc.Erin Ronsse,
Presidenteric@teonan.com
The information provided in this news release
regarding Teonan has been provided by Teonan and has not been
independently verified by the Company.
Completion of the transaction is subject to a
number of conditions, including but not limited to, TSXV acceptance
and if applicable pursuant to TSXV Requirements, majority of the
minority shareholder approval. Where applicable, the transaction
cannot close until the required shareholder approval is obtained.
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 filing
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.
Trading in the securities of a capital pool company should be
considered highly speculative.
The TSX Venture Exchange Inc. has in no way
passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this news release.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release does not constitute an offer
to sell or the solicitation of an offer to buy any securities in
any jurisdiction.
The securities referred to in this news release
have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of,
U.S. persons absent U.S. registration or an applicable exemption
from the U.S. registration requirements. This news release does not
constitute an offer for sale of securities, nor a solicitation for
offers to buy any securities. Any public offering of securities in
the United States must be made by means of a prospectus containing
detailed information about the company and management, as well as
financial statements.
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