(TheNewswire)
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 ft 2
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
The CSE has neither approved nor disapproved the information contained herein.
This news release contains forward-looking statements. The Company has provided the forward-looking
statements in reliance on assumptions that it believes are reasonable at this time. The reader is cautioned that the assumptions
used in the preparation of the forward-looking statements may prove to be incorrect. All such forward-looking statements involve
substantial known and unknown risks and uncertainties, certain of which are beyond the Company’s control. Such risks and
uncertainties include, without limitation, delays resulting from or inability to obtain required regulatory approval. The actual
results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking
statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do, what benefits, including the amount of proceeds, the Company will derive therefrom.
Readers are cautioned that the foregoing list of factors is not exhaustive.
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