TORONTO, ONTARIO / ACCESSWIRE / November 4, 2014 / Allegiance Equity Corporation ("ANQ") (TSX VENTURE: ANQ.V) is pleased to announce that it has entered into an agreement dated October 28, 2014 (the "Acquisition Agreement") to acquire all of the issued and outstanding shares of CGX Life Sciences Inc. ("CGX") not already owned by ANQ (the "Transaction").
Prior to the Transaction, ANQ owned 468,750 of CGX's 9,469,750 issued and outstanding common shares. CGX will now operate as a wholly-owned subsidiary of ANQ.
The Transaction is subject to receipt of Final Acceptance of the TSX Venture Exchange ("TSXV"). No finder's fee is payable in relation to the Transaction.
The aggregate purchase price payable by ANQ is $450,050 which will be satisfied by the issuance of 9,001,000 common shares from ANQ's treasury.
Upon the consummation of the Transaction, Marilyn Bloovol, current President and Chief Executive Officer of ANQ will resign from such positions and be replaced by W. Scott Boyes, the current President of CGX. Ms. Bloovol will remain as ANQ's Chairperson of the Board.
Ms. Bloovol is a Control Person (as such term is defined in TSXV's Policies) of Legacy Research Corporation ("Legacy"), a shareholder of CGX that is entitled to receive 501,000 ANQ common shares as consideration (or 5.6% of the aggregate consideration payable). Donald Stott, a director of ANQ is Legacy's President.
Ms. Bloovol commented: "We are very pleased to announce the signing of this agreement. Scott and the entire CGX team is dynamic and includes a diverse range of competencies. We expect this transaction will provide significant shareholder value."
ANQ is presently, and subsequent to the consummation of the Transaction will continue to be, involved in the natural health products industry. The Transaction represents ANQ's further vertical integration into such industry.
The Transaction replaces a proposed transaction between the same parties that was originally announced on July 16, 2014 and later announced as terminated on October 10, 2014. The difference between the transactions is that the present Transaction does not include significant conditions prior to the closing thereof, including the financing condition.
"I look forward to integrating new ideas, contacts, financing sources and professional networks into ANQ's platform," stated Scott Boyes. "Upon closing, we intend to seek out financing such that we can implement our strategy and return shareholder value."
About CGX
CGX is a Nevada corporation dedicated to the manufacture and distribution of high quality nutraceuticals to the North American marketplace. Its products, targeted to provide safe, alternative treatments or to assist in the prevention of specific medical conditions, contain active ingredients formulated from natural herbal and botanical components. CGX's principal brand is CinG-XTM which CGX licenses from ANQ.
CGX has two (2) wholly-owned subsidiaries, being The CinG-X Corporation, an Ontario corporation and The CinG-X Corporation of America, a Nevada corporation.
About ANQ
ANQ is an Ontario corporation that has developed unique standardized mass-market nutraceutical products for the treatment of common ailments where present pharmaceutical treatments and Over the Counter (OTC) products fail to meet the needs of patients. ANQ has targeted markets having clearly identified product deficiencies and dissatisfied consumers afflicted with a variety of medical conditions. ANQ obtains regulatory approval and patents for these unique compounds and formulations and may produce and distribute or license its products for royalty revenues.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, the Transaction and ANQ's objectives and intentions. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive board, shareholder or regulatory approvals; those additional risks set out in ANQ's public documents filed on SEDAR at www.sedar.com; and other matters discussed in this news release. Although ANQ believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, ANQ disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the Policies of the Exchange) accepts responsibility of the adequacy or accuracy of this release.
For further information please contact:
Marilyn Bloovol
President and CEO, Allegiance Equity Corporation
marilyn.bloovol@gmail.com
(416) 489-5928
Scott Boyes, President
CGX Life Sciences
scott@cgxlifesciences.com
(416) 223-6874
SOURCE: CGX Life Sciences Inc.