NEWS RELEASE | Monday, March 19th, 2018
Cerus Energy Group Ltd. (the “Company”) (TSXV:CEA) is pleased to announce that its wholly owned subsidiary TexAlta Industries has entered into a definitive asset purchase agreement (the “Purchase Agreement”) dated as of March 14th 2018 pursuant to which it will acquire (the “Transaction”) Camarico Group Ltd. (“Camarico”, www.camarico.ca); a comprehensive private equity company for the integrated investment of medical and future recreational marijuana interests. The Group utilizes joint venture, collaboration, equitable investment and asset development to enhance the serviceability and profitability of its investments from the construction, supply, grow room, and to the end consumer.
The Purchase Agreement was entered with Camarico Group Ltd. (“Camarico”), a non-arm’s length party to the Company which includes the participation of Mr. R. Mackenzie Loree and Mr. Anthony Chan of Cerus. The Company has also agreed to acquire all of the outstanding share capital of Camarico. In consideration for the acquisition of the outstanding share capital of Camarico, the Camarico shareholders will receive 16,250,000 common shares (the “Consideration Shares”) of the Company. Upon issuance, the Shares will be subject to an escrow arrangement from which they will be released upon final approval by the TSXV.
In furtherance of the acquisition, the Company, and its wholly-owned subsidiary, TexAlta Industries Ltd. (“Subco”), have entered into an amalgamation agreement with Camarico (the “Amalgamation Agreement”). Pursuant to the Amalgamation Agreement, Subco and Camarico will amalgamate and the resulting entity will become a wholly-owned subsidiary of the Company. In consideration for the amalgamation, all of the outstanding common shares of Camarico will be exchanged for common shares of the Company, on a one-for-five basis totaling 16,250,000 common shares.
In connection with completion of the Transaction, the Company also intends to change its name to “Camarico Group Ltd.” Pending completion of filings with the Toronto Venture Exchange (the “Exchange”) in connection with the Transaction, trading in the Company’s common shares has been halted at the request of the Company.
Completion of the Transaction is subject to a number of conditions including the approval of the shareholders of the Subco and Camarico, as well as the approval of the Exchange (TSXV). The Transaction cannot be completed until these conditions are satisfied, and there can be no assurance that the Transaction will be completed in a timely fashion, or at all. Further information concerning the Transaction will be available once the Company has submitted an application for a fundamental change of business with the Toronto Stock Exchange. Copies of the Purchase Agreement and the Amalgamation Agreement are available under the Company’s profile on SEDAR (www.sedar.com).
In consideration of the new direction of the company and the company’s historical operations all oil and gas investments will be suspended. The DFP program and the Pennant, Saskatchewan operations will be relinquished and transferred to the projects third party funder. No liability, debt or further obligation will be incurred post completion of transfer.
All other interests will be suspended or terminated in accordance to industry standard and applicable law. Maverick Northstar will be dissolved.
In connection with completion of the Transaction, it is anticipated that the Company will reconstitute its board of directors to consist of R. Mackenzie Loree, Len Tucker, Tom Carpenter and Arthur Kwan. It is also anticipated that R. Mackenzie Loree will remain the President and Chief Executive Officer of the Company, and Anthony Chan will be acting Chief Financial Officer.
About Cerus Energy Group
Cerus Energy Group is a Tier 2 Canadian-based oil and gas exploration company trading on the TSX Venture Exchange with property assets in both Alberta and Saskatchewan.
About Cerus Energy Group's Subsidiary Companies
Texalta Industries Ltd. and Lomac Canada Ltd. are wholly owned subsidiary company's serving various sectors of the oil and gas industry in the Province of Alberta. Maverick Northstar is a private joint venture company between Petrostar Petroleum Corp. of Alberta, Canada and Maverick Synfuels Inc of North Carolina, USA. Maverick Northstar is a chemical processing company focused on improving the value of methane through the production and utilization of methanol in Western Canada located in the province of Alberta. Petrostar holds 60% ownership of Maverick Northstar shares. For further information, please contact:
Mackenzie Loree, CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company’s beliefs, plans, expectations, anticipations, estimates and intentions. The words “may”, “could”, “should”, “would”, “suspect”, “outlook”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, “target” and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company’s expectations as of the date of this news release. The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from a conclusion, forecast or projection in such forward-looking information include, among others, risks arising from general economic conditions and adverse industry events.
When relying on forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION ON AT ANY PARTICULAR TIME.