TORONTO, June 29, 2018 (GLOBE NEWSWIRE) -- Biome Grow (“Biome” or the
“Company”) is pleased to report that shareholders of the Company (the “Shareholders”) approved
the amalgamation (the “Transaction”) of Biome and 1151856 B.C. Ltd. (the “Orca Sub”) pursuant to
the provision of an amalgamation agreement among Biome, Orca Touchscreen Technologies Ltd. (CSE:OAA) (“Orca”) and
Orca Sub (the “Amalgamation Agreement”).
Biome entered into the Amalgamation Agreement with Orca as of April 25, 2018, pursuant to which Orca Sub, a
wholly-owned subsidiary of Orca, will acquire all of the issued and outstanding securities of Biome by way of a three-cornered
amalgamation transaction. A copy of the Amalgamation Agreement and a press release announcing the Transaction can be found on
SEDAR under Orca’s profile.
Biome is also pleased to report that all matters submitted to the Shareholders for approval as set out in the
Company’s Notice of Annual General and Special Meeting of Shareholders and Management Information Circular dated June 15, 2018,
were approved by the requisite majority of votes cast at the annual general and special meeting of Shareholders held on June 28,
2018.
This included approval of the appointment of Manning Elliott LLP, Chartered Professional Accountants as auditors of the Company for
the ensuing year at the remuneration to be fixed by the directors and approval of the special resolution approving the continuance
of the Company from the Business Corporation Act (Ontario) to the Business Corporations Act (British
Columbia) and the adoption of Articles of Continuance in furtherance of the Amalgamation (as defined above). Additionally, the
following directors were elected by the Shareholders until the close of the next annual meeting of Shareholders or until their
successors are elected or appointed: Khurram Malik, Brett James, George Smitherman, and J. Mark Lievonen.
Although the Amalgamation was approved by Shareholders, the Amalgamation has yet to be completed. Completion of the
Amalgamation is subject to the satisfaction of all closing conditions as set forth in the Amalgamation Agreement, including, but
not limited to, the receipt of final approval from the Canadian Securities Exchange.
For further information, please contact:
Colleen Ryan
cryan@sussex-strategy.com
647-232-6867
About Biome Grow
Biome (whose corporate legal entity name is Cultivator Catalyst Corp.) wholly owns Highland Grow Inc., a licensed
producer in Nova Scotia under Canada’s Access to Cannabis for Medical Purposes Regulations (the “ACMPR”), P-209
Inc., a company incorporated under the laws of the Province of Ontario and in the late stages of applying for a license under the
ACMPR, The Back Home Medical Cannabis Corporation, a company incorporated under the laws of the Province of Newfoundland and
Labrador and in the late stages of applying for a license under the ACMPR and Weed Virtual Retail Inc., a company incorporated
under the laws of the Province of Ontario in the business of operating a new virtual reality technology platform focused
exclusively on the medical and recreational cannabis markets. Biome plans on operating a diversified mix of low cost licensed
cannabis production facilities across Canada and other jurisdictions in the coming years. Additional growth will be achieved
through a mixture of acquisitions and organic growth. Moreover, Biome will integrate a complimentary platform of technologies and
services targeted at both the Canadian and international cannabis markets.
Biome entered into an amalgamation agreement dated April 25, 2018 (the “Amalgamation Agreement”) with Orca
Touchscreen Technologies Ltd. (“Orca”) (CSE:OAA), pursuant to which 1151856 B.C. Ltd., a wholly-owned subsidiary of Orca, will
acquire all of the issued and outstanding securities of Biome by way of a three-cornered amalgamation transaction (the
“Transaction”). A copy of the Amalgamation Agreement and a press release announcing the Transaction can be found on SEDAR under Orca’s profile.
Forward-looking Statements
This news release contains forward‐looking statements and forward‐looking information within the meaning of
applicable securities laws. These statements relate to future events or future performance. All statements other than statements of
historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release
contains forward‐looking statements and information concerning Biome’s intention to complete the Amalgamation and its operational
plans. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information
currently available to Biome, including, among other things, assumptions and expectations with respect to the satisfaction of all
closing conditions pursuant to the Amalgamation Agreement (including the receipt of all required approvals such as approval of the
Canadian Securities Exchange), changing legislation and the timing associated with such changes; labour, research and development,
construction, and other costs and expectations that such costs will remain low; the ability to obtain all necessary regulatory
licenses, permits and approvals on a timely and cost efficient basis to produce and sell cannabis and generally operate its
business in both Canada and internationally; that no litigation (including intellectual property litigation) will be initiated; the
ability to enter into business partnerships, including with retail distributors of cannabis; the ability to generate sufficient
cash flow to meet its working capital requirements and that sufficient financial resources will be available; and the ability to
successfully market its products and services.
These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ
materially from those expressed or implied in the forward-looking statements, including, among other things, a failure to satisfy
all closing conditions pursuant to the Amalgamation Agreement (including a failure to obtain the approval of the Canadian
Securities Exchange), a failure to obtain or delays in obtaining the required regulatory licenses, permits, or approvals, changes
to legislation, changes in cannabis research or the general public’s perception of cannabis, competition in the medical cannabis
market, crop failure, labour disputes, increases in labour, research and development and/or construction costs, rising energy
costs, the initiation of litigation (including intellectual property litigation), an inability to enter into successful business
partnerships, an inability to access financing as needed, and a general economic downturn. These forward-looking statements speak
only as of the date on which they are made, and Biome, or any of its subsidiaries undertakes no obligation to update or revise any
forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. The
forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
