Abattis Bioceuticals Corporation and Morro Bay Resources Ltd. Announce Agreement for a Share Swap Between Experion
Biotechnologies Inc. and Northern Vine Canada Inc.
Calgary, Alberta (FSCwire) - Morro Bay Resources Ltd. (“Morro
Bay”) (TSXV: MRB, OTCPink: MRRBF) and Abattis Bioceuticals Corp. (”Abattis“)(CSE:ATT / OTC: ATTBF) and
the Abattis majority-owned testing and laboratory subsidiary, Northern Vine Canada Inc. (“Northern Vine”), are
pleased to announce that Abattis, Northern Vine and Experion Biotechnologies Inc. (“Experion”) have entered an
agreement (the “Swap Agreement”) which will see Experion exchange the 6,275 Northern Vine common shares (the
“Experion NV Shares”) it currently owns for the 2,500,000 Experion class “A” common shares (the
“Northern Vine Exp Shares”) currently owned by Northern Vine.
The Swap Agreement will result in Northern Vine no longer owning any shares in Experion and Experion no longer
owning any shares in Northern Vine. The Swap Agreement and all closing documents related thereto have been executed with final
closing anticipated to occur after the previously announced Morro Bay and Experion reverse take-over transaction (the
“RTO”) has been completed and within two days after the Morro Bay’s common shares have traded for five (5) days.
If closing of the Swap Agreement does not occur by October 13, 2017 the Swap Agreement is null and void.
Upon Completion of the Swap Agreement, Abattis will regain full control over Northern Vine and its operational
testing facility in Langley, B.C. Northern Vine is executing on its plan to become the premier testing formulating facility to
better serve the national cannabis industry. As well, Northern Vine will be focusing on setting up prototype extraction
installations by November, 2017, with local licensed facilities to highlight the extraction capabilities of the proprietary
Suzhou Raybot Extraction technology and machinery. The machines have landed in Canada and will be installed for this purpose
through the months of September and October.
Upon completion of the Swap Agreement and assuming closing of the RTO, Morro Bay will have acquired all of the
issued and outstanding Experion class “A” voting common shares (the “Experion Shares”) and Experion will become
a wholly owned subsidiary of Morro Bay. As stated by Morro Bay in its August 10, 2017 news release, after a rollback of the Morro
Bay common shares on a 3.603457 common shares for one post-consolidation common share Morro Bay will have outstanding
approximately 3,386,520 common shares. A total of 33,935,757 Morro Bay post roll-back common shares will be issued to acquire
10,833,333 Experion Shares which represent approximately 81.25% of the Experion Shares. The remaining approximate 18.75% of the
Experion Shares are the Northern Vine Exp Shares which will be acquired pursuant to the Swap Agreement.
John Zang, CEO of Morro Bay, stated that “the Swap Agreement will allow Experion to focus on its core business as
an ACMPR licensed producer of cannabis and, upon closing of the RTO, should ensure Morro Bay 100% ownership of Experion. We wish
Northern Vine success in relation to its operating the licensed lab in Langley, B.C.”
Peter Gordon, director of Abattis, stated that “the Swap Agreement with Experion will allow both companies to focus
on their core competencies and operate in a more efficient and effective manner. We wish Experion success with their
cultivation business and look to forming more synergistic strategic partnerships in the near future. As a new director of
Abattis, I see this as a very positive step forward for Abattis’ subsidiary, Northern Vine.”
Rene David, COO of Abattis stated that “I want to wish Experion and Morro Bay the best of success and wish to thank
them for their support over the years during our approval stage. We will continue to seek our new and exciting partnerships
that match the Abattis vision.”
Other Morro Bay Matters
Reverse Take-over Transaction and the Share Offering: Morro Bay is continuing with the
previously announced RTO and the private placement offering relating thereto (the “Offering”). Closing of these
transactions is expected to occur in the near future.
Corporate Secretary: John Zang, in addition to his role as CEO has been appointed Corporate
Secretary of Morro Bay.
Trading Halt: Morro Bay’s common shares are currently halted and Morro Bay anticipates they
will remain halted for a period of time as required by the Exchange policies.
Not an U.S. Offer: This press release does not constitute an offer of securities for sale
in the United States or to “U.S. persons” (“U.S. persons”), as such term is defined in Regulation S promulgated under
the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities being offered have not been, nor
will be, registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United
States or to U.S. persons absent registration or an applicable exemption from such registration requirements.
Disclosure
Completion of the RTO and the Offering is subject to a number of conditions, including but not
limited to, TSX Venture Exchange acceptance and, if applicable, disinterested shareholder approval. There can be no assurance
that the RTO or the Offering 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 RTO, any information released or received with respect to the RTO may
not be accurate or complete and should not be relied upon. Trading in the securities of Morro Bay Resources Ltd. should be
considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed RTO and has neither approved nor
disapproved the contents of this news release.
This press release contains forward-looking information within the meaning of Canadian securities laws. Such
information includes, without limitation, information regarding the completion of the proposed acquisition of Morro Bay and the
Offering; and the anticipated business plan of Morro Bay subsequent to completion of the transactions described herein. Although
Morro Bay believes that such information is reasonable, it can give no assurance that such expectations will prove to be
correct.
Forward looking information is typically identified by words such as: believe, expect, anticipate, intend,
estimate, forecast, postulate and similar expressions, or are those, which, by their nature, refer to future events. Morro Bay
cautions investors that any forward-looking information provided by Morro Bay are not guarantees of future results or
performance, and that actual results may differ materially from those in forward looking information as a result of various
factors, including, but not limited to: Morro Bay's ability to complete the proposed RTO; the state of the financial
markets for Morro Bay's equity securities; recent market volatility; Morro Bay's ability to raise the necessary capital or to be
fully able to implement its business strategies; and other risks and factors that Morro Bay is unaware of at this time. The
reader is referred to Morro Bay's most recent annual and interim Management's Discussion and Analysis for a more complete
discussion of such risk factors and their potential effects, copies of which may be accessed through Morro Bay's page on SEDAR at
www.sedar.com.
This press release contains forward-looking statements. The use of any of the words "anticipate", "continue",
"estimate", "expect", "may", "will", "project", “intends”, "should", "believe" and similar expressions are intended to identify
forward-looking statements. Forward-looking statements in this press release include statements regarding the ability for
Northern Vine and Abattis to focus on core competencies and the timing of the closing of the Swap Agreement. Although the
Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue
reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to
be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent
risks and uncertainties, including that the Swap Agreement may not close for whatever reason, the operations of Northern Vine
Labs may not function as expected or at all, the Company may be unsuccessful in developing new product formulations in the time
expected or at all, the Company may not be able to execute its proposed business plan in the time required or at all due to
regulatory, financial or other issues, the Company’s competitors may develop competing technologies (such competitors may also
have greater financial resources and are able to affect their business plan more rapidly), changes in regulatory requirements and
other factors beyond the Company’s control. Additional risk factors are included in the Company's Management's Discussion and
Analysis, available under the Company's profile on www.sedar.com. The forward-looking
statements are made as at the date hereof and the Company disclaims any intent or obligation to publicly update any
forward-looking statements, where as a result of new information, future events or results, or otherwise, except as required by
applicable securities laws.
For further information:
Morro Bay Resources Ltd.
John Zang
President and Chief Executive Officer
(403) 680-9264
Northern Vine Canada Inc. and Abattis Bioceuticals Corporation
Robert Abenante
Chief Executive Officer
(604) 369-0999
Source: Morro Bay Resources Ltd. (TSX Venture:MRB, OTC Pink:MRRBF)
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