01:43:16 EDT Fri 29 Mar 2024
Enter Symbol
or Name
USA
CA



Umbral Energy Corp
Symbol UMB
Shares Issued 79,991,972
Close 2017-08-18 C$ 0.095
Market Cap C$ 7,599,237
Recent Sedar Documents

Umbral Energy completes PhyeinMed interest acquisition

2017-08-21 10:07 ET - News Release

Mr. Jag Bal reports

UMBRAL COMPLETES ACQUISITION OF ADDITIONAL 25% INTEREST IN LATE STAGE ACMPR APPLICANT PHYEINMED AND ADOPTION OF RESTRICTED SHARE UNIT PLAN

Further to its press release dated July 5, 2017, and pursuant to a share purchase agreement dated effective June 21, 2017, among Umbral, its wholly owned subsidiary 1005477 B.C. Ltd., Estek Ventures Corp. and Debra Senger, Umbral Energy Corp. has acquired an additional 25-per-cent interest in PhyeinMed Inc., a late-stage Health Canada access to cannabis for medical purposes regulations applicant for the purpose of growing, selling and distributing medical cannabis. The company now owns 75 per cent of the issued and outstanding common shares of PhyeinMed while the vendor retains a 25-per-cent interest.

In consideration for the acquisition and pursuant to the terms of the SPA, the company has:

  • Paid a total of $100,000 (an additional $20,000 will be paid upon completion by the company of equity financing(s) that have raised gross proceeds of at least $1.5-million);
  • Issued seven million common shares in the capital of the company at closing. Such shares are subject to a four-month hold period under applicable securities laws expiring on Dec. 19, 2017, and are also subject to a voluntary escrow period pursuant to which 10 per cent of the shares were released immediately and an additional 15 per cent of the shares will be released every six months from the closing date;
  • Will issue an additional four million shares upon final award of an ACMPR production licence;
  • Granted two million stock options to Senger to acquire up to two million shares at an exercise price of 10 cents per share (see press release dated Aug. 16, 2017);
  • Awarded to Senger 2.4 million restricted stock units to Senger and an additional 1.6 million restricted share units to other eligible recipients;
  • Committed up to an additional $3-million to finance PhyeinMed's efforts in the medical marijuana business.

In order to formalize a pay-for-performance culture and further strengthen the alignment between company insiders with shareholders of the company, Umbral also announces that a restricted share unit plan for directors, executive officers, employees and consultants of the company was approved by the board and is expected to be put forth for ratification by the company's shareholders at the next annual general meeting of shareholders. As detailed above, four million restricted share units were awarded in connection with the acquisition which can be settled for shares on a one-for-one basis. Half of the RSUs vest immediately while the remaining RSUs vest in 12 months. All RSUs awarded expire on Aug. 18, 2022.

Further details regarding the RSU plan and the awards made under such plan will be set out in the management information circular of the company in connection with the next AGM.

Further to the news release dated July 14, 2017, the non-brokered private placement consisting of 34 million units at a purchase price of six cents per unit is expected to close Aug. 23, 2017, oversubscribed.

About Umbral Energy Corp.

The company is currently listed as a junior resource issuer having mineral exploration projects. The company is considering other activities to increase shareholder value, including non-resource projects. The company has a mineral exploration project in Quebec. In addition the company has a 75-per-cent interest in PhyeinMed, which has applied for a licence from Health Canada to legally grow and sell medical marijuana.

We seek Safe Harbor.

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