(TheNewswire)
TORONTO, ON / TheNewswire / January 25, 201 8 –
BlueOcean NutraSciences Inc. (“ BlueOcean ” or the “
Company ”) (TSX-V: BOC) BlueOcean NutraSciences announces that BlueOcean and certain members of
management have entered into an agreement to settle some of the indebtedness of the Company (the " Shares
for Debt Transaction ") through conversion of such debt into common shares of the Company (the " Common Shares "). Pursuant to the Shares for Debt Transaction, the Company will issue 12,989,199 Common
Shares at a price of $0.19 per Common Share. On completion of the Shares for Debt Transaction, the Company will have 54,121,660
Common Shares issued and outstanding. BlueOcean determined to satisfy the indebtedness with Common Shares in order to
preserve its cash for use on planned CO 2 grow trials, commercial installations and for working
capital.
BlueOcean owes each of John Archibald, the Chief Executive Officer and President of BlueOcean, Aaron Archibald,
VP Operations of BlueOcean and Sam Kanes, a director and consultant of BlueOcean (collectively, the “ Management Group ”), $2,467,948 (the " Management Debt "), representing
indebtedness for an outstanding bonus payment and for services previously rendered to BlueOcean in connection with the successful
reactivation of the Company’s dissolved CO 2 plant production business segment. As a result of the
Shares for Debt Transaction, each member of the Management Group will receive 4,329,733 Common
Shares.
Upon completion of the Shares for Debt Transactions, John Archibald will hold 4,579,888 Common Shares or 8.5%
of the issued and outstanding Common Shares. Aaron Archibald will hold 4,381,673 Common Shares or 8.1% of the issued and
outstanding Common Shares. Sam Kanes will hold 7,275,656 Common Shares or 13.4% of the issued and outstanding Common
Shares.
As the members of the Management Group are each either a director or an officer of BlueOcean, the Shares for
Debt Transaction constitutes a "related party transaction" within the meaning of TSX-V Policy 5.9 which incorporates Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions
(" MI 61-101 "). The Shares for Debt Transaction is exempt from the formal
valuation approval requirements of MI 61-101 as none of the securities of the Company are listed on a prescribed stock exchange.
The Company intends to seek disinterested shareholder approval in accordance with TSX-V policies and MI 61-101 for the Shares
for Debt Transaction at its next annual general meeting of shareholders to be held as soon as practicable.
The Common Shares issued under the Shares for Debt Transaction will be subject to a four month hold period from
the date of issuance.
Completion of the Shares for Debt Transactions is conditional upon obtaining TSX Venture Exchange and
disinterested shareholder approval.
About BlueOcean NutraSciences Inc.
BlueOcean NutraSciences Inc. is a Canadian publicly-listed company (TSXV:BOC) whose mission is to develop
sustainable products and services from Natural Sources, to improve the lives of its customers. Going forward, the Company’s sole
focus is commercializing its patent-protected CO 2 gas infusion technology license and US PTO CO
2 foliar spray, patent pending, for accelerating both indoor and outdoor plant growth.
Dissolved natural CO 2 gas in water without bubbles is a new CO 2
delivery method for growers to increase yield via targeted CO 2 irrigation on plant leaves where
all CO2 gas is absorbed. The greenhouse industry has been gassing CO 2 to increase plant yields by an
average of 33% (B.A. Kimball, Agronomy Journal, V75, September-October 1983 ) for the past 60
years while foliar spray has been used for the past 50 years. To date, no one has combined CO 2 gassing
and water.
Targeting dissolved CO 2 water onto plant leaves versus CO 2
gassing an entire greenhouse to attain a desired CO 2 PPM level could also save 50% of CO
2 gassing costs and improve worker safety. Addressable markets using dissolved CO 2
irrigation water are as follows: 1. $8 Trillion/y global food market of which $340 Billion/y is from greenhouse produce and
2. Up to $50 Billion/y by 2022 for legal global cannabis. No other patent has been issued for applying CO 2
to plants via foliar spray irrigation by the US PTO.
BlueOcean's shrimp-oil business and tax losses are being marketed for sale to focus on its CO
2 irrigation business, which has no competition. Shrimp-oil products are made from sustainably managed North
Atlantic cold-water shrimp shells (the by-product of the cooked and peeled shrimp process) which contains phospholipid bound
Omega-3 fatty acids and over 40 times more natural astaxanthin compared to krill oil ingredients.
Shrimp oil's unique nutritional properties allow for numerous health claims across a wide range of markets,
including the $4 Billion Omega-3 heart health market, the $9 Billion joint health market and the $10 Billion sports supplement
market. BlueOcean currently markets its shrimp oil under three consumer brands: Pure Polar® Omega-3 Shrimp Oil, Joint AXTM and
Sport AXTM. Products may be purchased online at purepolarlabs.com.
Forward Looking Statements
This news release may contain forward-looking statements that are based on BlueOcean’s expectations,
estimates and projections regarding its business and the economic environment in which it operates. These statements are not
guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual
outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place
undue reliance on such statements. Statements speak only as of the date on which they are made, and the Company undertakes no
obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise
required to do so by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
For more information, please visit www.blueoceannutra.ca or contact:
John Archibald
President and CEO
647.988.1543
Sam Kanes
Vice President Strategy
416.315.7477
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