Vancouver, British Columbia / TheNewswire / December 22, 2017 - Westridge Resources Inc. (CSE: WST) ("Westridge" or the "Company") is pleased to announce that is has entered into a letter of intent (the "LOI") effective December 22, 2017 with Harrys International Manufacturing Inc. ("Harrys" or "HIMI"). The LOI contemplates a business combination transaction (the "Acquisition") pursuant to which HIMI will acquire all of the issued and outstanding common shares of HIMI (the "HIMI Shares") in exchange for the common shares of Westridge (the "Westridge Shares") one a 1:1 exchange ratio. The Acquisition is expected to constitute a Fundamental Change under the rules of the Canadian Securities Exchange (the "CSE").
The Acquisition
The LOI sets out certain terms and conditions pursuant to which the proposed Acquisition will be completed. The Acquisition is subject to the parties successfully entering into a definitive business combination agreement (the "Definitive Agreement") in respect of the Acquisition on or before February 28, 2018, or such other date as the parties may mutually agree.
The LOI also contemplates other material conditions precedent to the closing of the Acquisition (the "Closing"), including, the Company having a minimum working capital of $2,200,000, customary due diligence, receipt of all necessary regulatory, corporate and third party approvals, compliance with all applicable regulatory requirements, and all requisite board and shareholder approvals being obtained. In particular, it is a condition of Closing that Westridge receive approval from the CSE.
Certain of the Westridge Shares issuable pursuant to the Acquisition may be subject to escrow requirements pursuant to CSE policy and hold periods as required by applicable securities laws.
Current Share Structure
HIMI currently has 28,500,000 common shares issued and outstanding and no preferred shares issued and outstanding. The Company will issue 28,500,000 Westridge Shares at a value of $0.35 per Westridge Share to HIMI.
Loan
Pursuant the LOI the Company has loaned HIMI $300,000 as an interest bearing loan repayable within 30 days of termination of the LOI. The loan will bear interest at an annualized rate of 5% and is to be paid upon termination of the LOI.
Board of Directors
In connection with the Acquisition, it is anticipated that the current board of directors of Westridge will be increased to five members, with two of the members being nominated by HIMI and three of the members being nominated by Westridge.
About Harrys
Harrys International Manufacturing Inc. is currently generating revenues from the distribution of cigarettes to international customers. Concurrently, the Company is in the process of designing a 6,000 ft2 manufacturing facility in British Columbia. HIMI plans to manufacture white label and generic tobacco cigarettes for sale and distribution primarily to international markets. During this process HIMI will continue to export cigarettes to its existing customers, as it works towards obtaining receipt of all appropriate licenses and permits to expand production capacity in British Columbia. The management team of HIMI brings over 50 years of combined experience in the domestic and international tobacco industry. Harrys management team will leverage this experience and knowledge as it works towards obtaining the necessary federal and provincial license and permits to begin manufacturing tobacco cigarettes at its new location in British Columbia.
Other News
Further to its news release on December 19, 2017 the Company wishes to advise that the number of compensation warrants issued to finders in connection with the offering of units of the Company was 375,125. For additional details on the second tranche of the Offering please reference the news release of the Company dated December 4, 2018.
Disclosure and Caution
Further details about the proposed Acquisition and the Concurrent Financing 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 HIMI has been provided by management of HIMI and has not been independently verified by management of the Company. As the date of this press release, the Company has not completed the Definitive Agreement and readers are cautioned that there can be no assurances that the Definitive Agreement will be executed, or that the Acquisition will be completed as proposed or at all.
For further information on Westridge Resources Inc. please contact the Company at 604-565-5100
ON BEHALF OF THE BOARD
"Michael Young"
Michael Young
President and CEO