VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov 18, 2014) - Highmark Marketing Inc. (CSE:HMK) (1HM.F) (HMKTF) ("Highmark") is pleased to announce that it has entered into an addendum to the share exchange agreement with BCBud Producers Inc. ("BCBud") and Blue Moon Advertising Inc. ("Blue Moon") dated November 13, 2014 (the "Addendum").
Highmark previously announced on August 6, 2014 that it had executed a share exchange agreement with BCBud and Blue Moon to acquire 100% of the authorized share capital of BCBud from its shareholder, Blue Moon. Pursuant to the share exchange agreement, Highmark had agreed to issue, upon closing, 2,500,000 common shares to Blue Moon. A condition precedent to the closing of the share exchange agreement for the benefit of Highmark is that BCBud deliver to Highmark its audited financial statements. The audited financial statements are currently in the process of being completed.
By signing the Addendum, Highmark has agreed to issue 250,000 common shares to Blue Moon on November 18, 2014, prior to closing the share exchange. The total consideration for the acquisition remains the same: Highmark will issue a total of 2,500,000 common shares to Blue Moon.
The remaining 2,250,000 common shares to be issued upon the closing of the share exchange agreement will be subject to an escrow agreement. 250,000 common shares will be released from escrow on receipt by Highmark of a Ready to Build letter from Health Canada, confirming that the Company has approval to build a facility pursuant to the MMPR. These common shares will be subject to a hold period of four months and one day. The remaining 2,000,000 common shares will be released from escrow on receipt by Highmark of a license to produce marijuana pursuant to the Marihuana for Medical Purposes Regulations. The 2,000,000 shares will then be subject to a stock restriction agreement whereby the shares will be released over a three year period.
BCBud cannot become a producer under the MMPR until it has been granted a license, and it is currently not known if or when BCBud will obtain a license. The key milestones remaining for BCBud to obtain a license include the following: receiving a Ready to Build letter; completion of the upgrades as per the Ready to Build letter; approval from Health Canada to produce upon inspection of the facility; and approval to distribute the product to patients.
Highmark is a nutraceutical company, based in British Columbia, focused on bringing the health benefits of natural and herbal remedies to the market. Highmark intends to acquire, license, distribute, and market products in the nutraceutical industry.
The CSE has not reviewed, approved or disapproved the content of this press release.
This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of Highmark. Forward-looking information is based on certain key expectations and assumptions made by the management of Highmark, including future plans for acquisitions. Although Highmark believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Highmark can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. Highmark disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.