12:07:27 EDT Sat 04 May 2024
Enter Symbol
or Name
USA
CA



Blackstone Ventures Inc (2)
Symbol BLV
Shares Issued 6,072,643
Close 2015-07-27 C$ 0.005
Market Cap C$ 30,363
Recent Sedar Documents

ORIGINAL: Blackstone settles $560,078 in debts, amends LOI

2015-11-27 20:57 ET - News Release

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File: News Release - 11-27-15.pdf

                                  BLACKSTONE VENTURES INC.
                                   1900 - 1055 West Hastings Street
                                     Vancouver, British Columbia
                                              V6E 2E9

                                           NEWS RELEASE

 NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE
                    A VIOLATION OF U.S. SECURITIES LAWS.

                       BLACKSTONE CLOSES DEBT SETTLEMENT AND
                       PROVIDES UPDATE ON LATTICE ACQUISITION

Vancouver, British Columbia, November 27, 2015   Blackstone Ventures Inc. (the "Company" or
"Blackstone") (TSXV: BLV) Further to the Company's News Releases of August 6, 2015 and
September 29, 2015, the Company announced today that it has closed its previously disclosed debt
settlement (the "Debt Settlement") pursuant to which it has issued an aggregate of 5,600,783 common
shares (the "Shares") at a price of $0.10 per common share in settlement of an aggregate of $560,078 in
outstanding debt.

The Shares were issued upon conversion of subscription receipts previously issued by the Company on
September 29, 2015, following receipt of all requisite shareholder approvals at the Company's annual and
special meeting held on November 6, 2015, as previously disclosed in the Company's news release dated
November 6, 2015, and receipt of final TSX Venture Exchange (the "Exchange") approval for the Debt
Settlement.

In connection with the Debt Settlement, Ocean Protein Canada Ltd., a company owned and controlled by
Donald McInnes, CEO, acquired ownership and control over an aggregate of 3,077,468 Shares in
settlement of a total of $307,746.75 in outstanding debt. Immediately prior thereto, Mr. McInnes had
ownership and/or control over 379,197 common shares of the Company. Upon completion of the Debt
Settlement, Mr. McInnes and Ocean Protein Canada Ltd. have direct and indirect ownership and/or
control over 3,456,665 common shares of the Company, representing approximately 29.61% of the issued
and outstanding common shares of the Company.

In addition, David Douglas, CFO, acquired ownership and control over an aggregate of 1,844,961 Shares
in settlement of a total of $184,496.14 in outstanding debt. Immediately prior thereto, Mr. Douglas had
ownership and/or control over 172,162 common shares of the Company. Upon completion of the Debt
Settlement, Mr. Douglas has ownership and/or control over 2,017,123 common shares of the Company,
representing approximately 17.28% of the issued and outstanding common shares of the Company.

Each of Ocean Protein Canada Ltd., Mr. McInnes and Mr. Douglas acquired the Shares for investment
purposes, and has no present intention to acquire further securities of Blackstone, although any of Ocean
Protein Canada Ltd., Mr. McInnes or Mr. Douglas may in the future participate in financings and/or
acquire or dispose of securities of Blackstone in the market, privately or otherwise, as circumstances or
market conditions warrant.

Copies of the Early Warning Reports filed by each of Mr. McInnes and Mr. Douglas with the applicable
securities regulators in respect of the above acquisitions are available at www.sedar.com under the
Company's SEDAR profile.
                                                      -2-


All of the Shares issued under the Debt Settlement are subject to a hold period expiring January 30, 2016.

In connection with the Company's previously disclosed proposed acquisition (the "Acquisition") of
Lattice Biologics Inc. ("Lattice), the Company also announced that Lattice has reorganized and reduced
its issued and outstanding share capital to include an aggregate of 14,699 shares of common stock (the
"Lattice Shares"). In connection with Lattice's capital reorganization, the Company and Lattice have
agreed to amend the terms of the Letter of Intent in respect of the Acquisition to provide that the
aggregate number of consideration securities of Blackstone (comprised of a combination of post 3:1
common shares and restricted non-voting shares, together the "Consideration Shares") to be issued in
consideration of all outstanding Lattice Shares was reduced from an aggregate of 35,764,782 to an
aggregate of 35,730,750 Consideration Shares. All of the other terms of the Acquisition remain as
previously discussed in the Company's News Releases dated August 6, 2015, September 21, 2015,
September 29, 2015, October 5, 2015, and November 6, 2015.

It is anticipated that trading in the common shares of the Company will remain halted until the completion
of the Company's Change of Business in connection with the completion of the Acquisition.

On Behalf of the Board of Directors of
BLACKSTONE VENTURES INC.

Donald McInnes
Chief Executive Officer
Tel: (604) 678-6747
Email: dmcinnes@oxygencapitalcorp.com

Completion of the Acquisition is subject to a number of conditions, including Exchange acceptance and
disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is
obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the
transaction, any information released or received with respect to the Business Combination may not be
accurate or complete and should not be relied upon. Trading in the securities of the Company should be
considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release.

Neither 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.

This news release may include forward-looking statements that are subject to risks and uncertainties. All
statements within, other than statements of historical fact, are to be considered forward looking. Although the
Company believes the expectations expressed in such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance and actual results or developments
may differ materially from those in forward-looking statements. Factors that could cause actual results to
differ materially from those in forward-looking statements include market prices, exploitation and exploration
successes, continued availability of capital and financing, and general economic, market or business
conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are
advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any
forward-looking statements except as required under the applicable laws.

United States Advisory
                                                        -3-


The securities referred to herein have not been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), have been or will be offered and sold outside the United
States to eligible investors pursuant to Regulation S promulgated under the U.S. Securities Act, and may not be
offered, sold, or resold in the United States or to, or for the account of or benefit of, a U.S. Person (as such
term is defined in Regulation S under the United States Securities Act) unless the securities are registered
under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is
available. Hedging transactions involving the securities must not be conducted unless in accordance with the
U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in the state in the United States in which such offer,
solicitation or sale would be unlawful.
 


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