RE:LOI to acquire Tommy Chung Endorsed-Canna-Saver.com......This is how they intend to purchase:
-Noble would distribute to its existing shareholders a unit of Noble Subsidiary that would be comprised of one share and 1/4 of a warrant, with each full warrant being exercisable at $0.20 into a share of Noble Subsidiary. These units would be distributed pro rata to the shareholders of Noble at a ratio that, based on Noble's current capitalization, is expected to give rise to approximately 1 unit of Noble Subsidiary distributed for every 6 shares of Noble currently outstanding. The shares of Noble Subsidiary distributed in the manner would represent approximately 36% of the outstanding shares of Noble Subsidiary after the completion of the financing described below and Noble's acquisition of 50% of Canna-Saver.
-Noble Subsidiary will acquire from the principals or members of Canna-Saver a 50% interest in Canna-Saver by issuing a number of shares of Noble Subsidiary corresponding to approximately 57% of the outstanding shares of Noble Subsidiary after completion of the unit distribution to Noble's shareholders described above and completion of the financing described below.
-Subject to compliance with TSX.Venture Exchange policies and any required approval of the TSX Venture Exchange, Noble and/or its principals or other investors would subscribe for at least $750,000 in Noble Subsidiary through the purchase of at least 5,000,000 units at a price of $0.15 per unit, with each unit comprised of 1 share of Noble Subsidiary and 1/4 warrant of Noble Subsidiary and each full warrant being exercisable at $0.20. This financing would provide working capital to Noble Subsidiary for the development and expansion of Canna-Saver's business. Assuming 5,000,000 shares of Noble Subsidiary were distributed in this financing, these shares would represent approximately 7% o the outstanding shares of Noble Subsidiary after the completion of the unit distribution to Noble's shareholders and the acquisition of a 50% interest in Canna-Saver, both as described above.
-If all of the Noble Subsidiary warrants issued as part of the units of Noble Subsidiary issued and distributed to Noble's shareholders and in the minimum $750,000 financing are exercised, Noble Subsidiary would then have the right to acquire any portion or all of the 50% of Canna-Saver not initially acquired. The Letter of Intent provides that the remaining 50% of Canna-Saver can be acquired through the issuance of additional shares of Noble Subsidiary. Assuming Noble Subsidiary acquired all of the remaining 50% ownership of Canna-Saver that it did not initially acquire, the members or principals of Canna-Saver would receive a number of shares of Noble Subsidiary corresponding to approximately 16.5% of the outstanding shares of Noble Subsidiary at that time. As a result, upon all outstanding warrants of Noble Subsidiary having been exercised and Noble's purchasing the remaining 50% of Canna-Saver, the outstanding shares of Noble Subsidiary would be held as follows: approximately 27% by the shareholders of Noble, approximately 5% by the investors in the $750,000 financing completed by Noble Subsidiary and approximately 68% by the members or principals of Canna-Saver.