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Abattis Announces Letter of Intent to Acquire Winston Resources

December 22, 2017

 

Vancouver, British Columbia--(Newsfile Corp. - December 22, 2017) - Abattis Bioceuticals Corp. (CSE:ATT) (OTC:ATTBF) (the "Company" or "Abattis") is pleased to announce that, effective today, it has entered into a non-binding letter of intent (the "LOI") with Winston Resources Inc. ("Winston Resources"), a reporting issuer listed on the Canadian Securities Exchange, which outlines the general terms and conditions of a proposed transaction (the "Proposed Transaction") that will result in Abattis acquiring all of the issued and outstanding common shares of Winston Resources at the time of closing in exchange for 25,000,000 common shares of Abattis. As a result of the Proposed Transaction, Winston Resources shareholders will own approximately 10.2% of Abattis's issued and outstanding common shares.

 

Pursuant to the LOI, the parties have agreed to use their best efforts to formulate a structure for the Proposed Transaction that is formulated to comply with all necessary legal and regulatory requirements, minimize or eliminate any adverse tax consequences and be as cost effective as possible. It is anticipated that the LOI will be superseded by a definitive agreement between the Company and Winston Resources, and that such agreement will include representations, warranties and covenants typical for a transaction of similar nature to the Proposed Transaction as well as customary conditions precedent, including completion of due diligence and receipt of any required consents and approvals, including those of the CSE and shareholders of Winston Resources.

 

None of the securities to be issued pursuant to the Proposed Transaction have been or will be registered under the U.S. Securities Act of 1933, or any state securities laws, and any securities issued pursuant to the Proposed Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States.

 

Further details about the Proposed Transaction will be provided in a more comprehensive press release when Company and Winston Resources enter into a definitive agreement.

 

About Abattis Bioceuticals Corp.

 

Abattis is a life sciences and biotechnology company which aggregates, integrates, and invests in cannabis technologies and biotechnology services for the legal cannabis industry developing in Canada. The Company has successfully developed and licensed natural health products, medicines, extractions, and ingredients for the biologics, nutraceutical, bioceutical, and cosmetic markets. The Company is also seeking to acquire exclusive intellectual property rights to agricultural technologies to be employed in extraction and processing of botanical ingredients and compounds. The Company follows strict standard operating protocols, and adheres to the applicable laws of Canada and foreign jurisdictions. For more information, visit the Company's website at: www.abattis.com.

 

ON BEHALF OF THE BOARD OF
ABATTIS BIOCEUTICALS CORP.,

 

"Rob Abenante"
Robert Abenante, President & CEO

 

For more information, please visit the Company's website at: www.abattis.com or www.northernvinelabs.com.

 

For inquiries, please contact the Company at (604) 674-8232 or at news@abattis.com.

 

Certain information set out in this news release constitutes forward-looking information, which may include information relating to the proposed financing of the Company and its use of proceeds. Forward-looking statements (often, but not always, identified by the use of words such as "expect", "may", "could", "anticipate", or "will", and similar expressions) may describe expectations, opinions or guidance that are not statements of fact and which may be based upon information provided by third parties. Forward-looking statements are based upon the opinions, expectations and estimates of management of the Company as at the date the statements are made and are subject to a variety of known and unknown risks and uncertainties and other factors that could cause actual events or outcomes to differ materially from those anticipated or implied by such forward-looking statements. Those factors include, but are not limited to statements regarding the proposed terms of the Proposed Transaction, the Company's ability to enter into a definitive agreement in respect of and complete the Proposed Transaction, risks, uncertainties and other factors that are beyond the control of the Company, risks associated with the industry in general, rules and regulations relating to the cannabis industry, operational risks associated with development and production operations, delays or changes in plans and unanticipated costs and expenses, among others. In light of the risks and uncertainties associated with forward-looking statements, readers are cautioned not to place undue reliance upon forward-looking information. In particular, there is no assurance that the private placement will close in the manner or on the terms outlined above. Although the Company believes that the expectations reflected in the forward-looking statements set out in this news release are reasonable, it can give no assurance that such expectations will prove to have been correct. The forward-looking statements of the Company contained in this news release are expressly qualified, in their entirety, by this cautionary statement. Except as required by law, we do not undertake to update any forward-looking statement contained in this news release.

 

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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