Vancouver, B.C., April 2, 2018 – Hadley Mining Inc. (CSE: HM) (Frankfurt: 39H) (the “Company”) is pleased to announce that, further to its press releases dated June 23, 2017, August 15, 2017 and November 6, 2017, the Company has completed its previously announced acquisition of an application for a license under Access to Cannabis for Medical Purposes Regulations (Canada) (“ACMPR”), indirectly through the acquisition of 10161233 Canada Ltd. (the “Acquisition”) as well as the purchase of the 290 acre property to which ACMPR license application relates (the “Property”). The Company has also changed its name from Hadley Mining Inc. to “Speakeasy Cannabis Club Ltd.”. The Company expects to commence trading on the Canadian Securities Exchange (“CSE”) on April 4, 2018 under the symbol “EASY”. The company will also update their Frankfurt trading symbol, WKN and ISIN number once available.
As previously announced, under the provisions of the Acquisition, the Company acquired all of the issued and outstanding securities of 10161233 Canada Ltd. (the “Target”) in consideration of the issuance of 12,000,000 common shares of the Company (the “Payment Shares”). The Target is now a wholly owned subsidiary of the Company. 8,000,000 of the Payment Shares are subject to escrow pursuant to the policies of the CSE and will be released from escrow based on the passage of time, such that 10% of the securities were released on closing and the balance will be released in six equal tranches of 15% every six months thereafter.
The Target holds an application for a license under the ACMPR which has successfully advanced past the review stage and is currently in the issuance of license to produce stage of the licencing process.
When the application is approved by Health Canada and a license to cultivate is granted, the Company will issue a further 6,000,000 shares to Marc Geen, one of the vendors of the Target, and 500,000 shares to Anthony Jackson. Additionally, when the sales license is granted by Health Canada the Company will issue 4,000,00 shares to Marc Geen and 500,000 shares to Anthony Jackson.
The Target’s fully completed 10,000 square foot facility is currently capable of producing 1,100 Kg and is located on 290 acres in the Agricultural Land Reserve in Rock Creek, British Columbia. The Property was also acquired by the Company, indirectly through the Target, in consideration of the payment of $2,000,000 in cash to a private entity previously affiliated with the Target.
The Target has commenced an 80,000 square foot expansion on the Property that includes growing, extraction and genetic facilities that will be capable of producing more than 10,000 kg annually.
Upon the completion of the closing of the Acquisition, the Company issued 1,000,000 common shares to 1141582 B.C. Ltd. (the “Finder”) pursuant to a finder’s fee agreement dated July 4, 2017 entered into in association with the Acquisition. These shares are subject to a hold period under securities laws ending on July 27, 2018. Additionally, the Finder is entitled to a further 1,000,000 common shares upon the granting of a license to cultivate to the Target and a further and final 1,000,000 common shares upon the granting of a license to sell to the Target.
Following completion of the Acquisition, the Company now has 42,760,868 issued and outstanding common shares. Assuming that all of the outstanding options and warrants of the Company were exercised, but prior to the issuance of any bonus or finder shares relating to the issuance of the cultivation or sales licenses, the Company would have 62,215,397 common shares outstanding on a fully diluted basis. Once the cultivation and sales licenses are issued, the Company would have 75,215,397 common shares outstanding on a fully diluted basis.
Details of the Acquisition and related purchase of the Property are contained in the Company’s listing statement dated March 31, 2018 which will be filed on the Company’s profile on www.sedar.com and the website of the CSE at www.thecse.com.
Changes to Board and Management
Following the completion of the Acquisition, Quinn Field-Dyte resigned as President and Chief Executive Officer of the Company and as director, Von Torres resigned as Chief Financial Officer of the Company and as director and Jeremy Andrew resigned as a director.
Marc Geen, President and a founder of the Target has been appointed as the Company’s President and CEO and Anthony Jackson has been appointed as the Company’s Chief Financial Officer and Corporate Secretary.
The Company’s board of directors has been reconstituted and now comprises, Marc Geen, Mervyn Geen, who shall serve as the board’s chairman, Anthony Jackson, Jeremy Ross and Alexander Kaulins.
Grant of Options
A total of 1,605,000 incentive stock options were granted to directors, officers and consultants of the Company pursuant to its stock option plan. The options are exercisable at a price of $0.95 per share for a period of five years.
ON BEHALF OF HADLEY MINING INC.
Marc Geen Chief Executive Officer
For further information, please contact:
Not for distribution to United States wire services or dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.
Statements about the Target’s future facility expansion plans or ACMPR license application are all forward-looking information.
Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the statements will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company’s forward-looking statements.
Neither the Canadian Securities Exchange (the “CSE”) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.