VANCOUVER, BC / ACCESSWIRE / January 7, 2019 / Viridium Pacific GroupLtd. ("Viridium") (TSXV:
VIR) (OTCPink: VIRFF) ispleased to announce it has entered into an amalgamation agreement (the "Amalgamation
Agreement") with EFX Laboratories Inc. ("EFX") relating to the acquisition byViridium of all the issued
and outstanding class A voting shares in the capitalof EFX (the "EFX Shares") by way ofan amalgamation of EFX and
2163903 Alberta Ltd., a wholly-owned subsidiary ofViridium, in accordance with the BusinessCorporations Act (Alberta) (the
"Amalgamation").
EFX is a Canadian biotech company located inCalgary focused on medical cannabis applications and treatments. EFX hasdeveloped
several proprietary formulations for pain control, as well as a suiteof value-added wellness products. Key products of EFX include
a proprietary twopiece pill for post-operative pain control actively being prepared for a phaseIII clinical trial and over 50
market tested formulas and products ranging fromcreams, tinctures, sprays and oils.
"The EFX acquisition positions Viridium totake advantage of the evolving cannabis industry," states Jay Garnett CEO ofViridium,
"by creating a well-capitalized, vertically integrated companysupplying advanced products in both the medical and wellness
market".
Strategic Rationale
The Amalgamation is consistent withViridium's stated goal of producing a strong portfolio of cannabis brands andproducts for the
Canadian medical, wellness, and export markets and Viridiumbelieves the financial and strategic benefits of the Amalgamation are
uniquelycompelling to shareholders of both Viridium and EFX. Both Viridium and EFXbelieve the Amalgamation provides a strong
go-forward strategy that will createa long term sustainable growth company focused on the "3rd wave" of investmentwhich includes
cannabis biotech applications in the retail consumer productmarket.
The Amalgamation is expected to acceleratethe completion of Viridium's and EFX's business initiatives in the next 24 to
36months. On completion of the Amalgamation, the combined company will befully-funded to execute its business initiatives with a
strong balance sheet withmore than $10 million cash on hand. Viridium, as combined with EFX, will bevertically integrated from seed
to value added product, and is expected to haveall of the Health Canada licences it requires to execute its business strategy.
The Amalgamation
Pursuant to theAmalgamation Agreement, Viridium will acquire all of the issued and outstandingEFX Shares by the issuance of
common shares in the capital of Viridium (the "Viridium Shares"), which will be issuedon the basis of one Viridium
Share for every 2.57 EFX Shares.
Upon completion of the Amalgamation, it isanticipated that the current holders of EFX Shares will hold approximately 48,172,257
Viridium Shares, representing approximately 49.41% of the outstanding Viridium Shares and the currentholders of Viridium Shares
will hold 49,320,375Viridium Shares, representing approximately 50.59% ofthe outstanding Viridium Shares. No new control person
will be created as aresult of the Amalgamation.
The Amalgamation is expected to constitute anarm's length "reviewable transaction" as that term is defined by the TSXVenture
Exchange (the "Exchange").
Significant Conditions to Closing
The completion of theAmalgamation is subject to the satisfaction of a number of conditions,including but not limited to,
Exchange acceptance and EFX shareholder approval.As the Amalgamation is a three-cornered amalgamation, Viridium shareholderapproval
will not be required and, subject to receipt of all requiredapprovals, the Amalgamation is expected to close in February 2019.
After the Amalgamation
Upon completion of the Amalgamation,Viridium's board of directors will be comprised of five existing Viridiumdirectors and two
existing EFX directors. Viridium's management team willremain unchanged and be comprised of Jay Garnett (President and Chief
ExecutiveOfficer) and Jarrett Malnarick (Senior Vice President and Chief OperatingOfficer).
AnimusCapital Partners Inc. ("Animus")acted as exclusive financial advisor to Viridium in respect of
theAmalgamation. Animus is a global financial advisory and merchant banking firmbased in Calgary, Alberta. Animus is focused on
investing, advising andpartnering with leading companies in select industries.
Trading Halt and Previously Announced Private Placement
Trading of the Viridium Shares onthe Exchange has been halted pending receipt and review of the applicabledocumentation by the
Exchange. In addition, Viridium has withdrawn its proposedprivate placement financing announced on October 14, 2018.
About Viridium
Viridium is a consumer wellness and biotechinnovation company based in British Columbia, and the parent company of
ExperionBiotechnologies Inc. ("Experion"), aHealth Canada licensed producer of cannabis, which operates in an
8,300square-foot indoor facility outside of Mission, British Columbia. Experioncurrently has its cultivation and sales licence and
has applied for its oilsales licence.
Reader Advisory
The completion of theAmalgamation is subject to a number of conditions, including but not limitedto, Exchange acceptance and
approval of the Amalgamation by EFX shareholders.There can be no assurance that the Amalgamation will be completed as proposedor at
all.
Investors are cautioned that anyinformation released or received with respect to the Amalgamation may not beaccurate or complete
and should not be relied upon.
The Exchange has in no way passedupon the merits of the Amalgamation and has neither approved nor disapproved ofthe contents of
this news release.
Neither the Exchange nor itsregulation services provider (as that term is defined in the policies of theExchange) accepts
responsibility for the adequacy or accuracy of this pressrelease.
Forward Looking Statements
This news releasecontains forward-looking statements and forward-looking information within themeaning of applicable securities
laws (collectively, "forward-looking statements"). The use of any of the words "expect","anticipate", "continue",
"estimate", "objective", "ongoing", "may", "will","project", "should", "believe", "plans", "intends" and similar expressions
areintended to identify forward-looking statements. More particularly and withoutlimitation, this news release contains
forward-looking statements concerningViridium's stated business goals, the strategic rationale for and the expectedbenefits of the
Amalgamation, the terms of the Amalgamation, the completion ofthe Amalgamation and the timing thereof, the proposed directors and
officers ofViridium post-Amalgamation, the capitalization of Viridium post-Amalgamationand Viridium's business upon completion of
the Amalgamation. Theforward-looking statements are based on certain key expectations andassumptions made by Viridium, including,
among other things, the satisfactionof all closing conditions in all material respects and on a timely basis inaccordance with the
terms of the Amalgamation Agreement and the success ofViridium's and EFX's operations as a combined entity. Although
Viridiumbelieves that the expectations and assumptions on which such forward-looking statementsare based are reasonable, undue
reliance should not be placed on theforward-looking statements because Viridium can give no assurance that theywill prove to be
correct. By their nature, forward-looking statements aresubject to various risks and uncertainties, which could cause the
actualresults and expectations to differ materially from the anticipated results orexpectations expressed. These risks and
uncertainties, include, but are notlimited to, the failure to complete the Amalgamation in all material respectsin accordance with
the Amalgamation Agreement or at all, unforeseen delays incompleting the Amalgamation, and unforeseen difficulties or delays
inintegrating the assets of EFX into Viridium's operations. Readers are cautionednot to place undue reliance on the forward-looking
statements, which are givenas of the date hereof, and to not use such forward-looking statements foranything other than their
intended purpose. Viridium undertakes no obligationto update publicly or revise any forward-looking statements, whether as aresult
of new information, future events or otherwise, except as required bylaw.
SOURCE: Viridium Pacific Group Ltd.
