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Enter Symbol
or Name
USA
CA



Highmark Marketing Inc
Symbol HMK
Shares Issued 64,863,428
Close 2015-04-27 C$ 0.02
Market Cap C$ 1,297,269
Recent Sedar Documents

ORIGINAL: Highmark spinoff MJ to acquire Lightning Industries

2015-04-27 19:38 ET - News Release

Received by email:

File: EDOCS-#127256-v1-Press_Release_-_Acquisition_of_Lightning_Enterprises_-_....docx

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION  IN THE UNITED STATES.
 
 /
 /
 
 Suite 800 - 1199 West Hastings Street, Vancouver V6E 3T5
 
 
HIGHMARK MARKETING INC. ANNOUNCES RECENTLY SPUN-OFF  COMPANY MJ BIOSCIENCE ENTERS INTO ACQUISITION AGREEMENT WITH  LIG
--->HTNING INDUSTRIES INC.
April 27, 2015 - Vancouver, British Columbia - Highmark Marketing Inc. ("Highmark Marketing") and MJ Bioscience Corp. 
--->("MJ Bioscience") are pleased to announce that MJ Bioscience has entered into an agreement (the "Agreement") with Ligh
--->tning Industries Inc. ("Lightning") to acquire 100% of its authorized share capital from the sole shareholder of Light
--->ning, Domenari Capital, LLC ("Domenari").

On January 28, 2015, Highmark Marketing completed a spin-off of MJ Bioscience by way of a plan of arrangement. Pursuan
--->t to the arrangement, Highmark Marketing transferred all its intellectual property relating to cannabis research to MJ
---> Bioscience, and MJ Bioscience issued Highmark Marketing 13,965,857 common shares of its capital stock which was immed
--->iately distributed to the shareholders of Highmark Marketing as of the record date of January 12, 2015. The shareholde
--->rs of Highmark Marketing received 1 MJ Bioscience share for every 4 Highmark Marketing shares held as of the record da
--->te. Following completion of the arrangement, MJ Bioscience became a reporting issuer in Alberta, British Columbia and 
--->Ontario.

Proposed Transaction with Lightning Industries Inc.

The Agreement contains the following key terms:
MJ Bioscience will issue 10,000,000 common shares to Domenari for the acquisition of Lightning (the "Purchase Shares")
--->; 
MJ Bioscience will issue a bonus of 2,000,000 common shares to Domenari if Lightning records $3,000,000 in revenues in
---> a single calendar year;
MJ Bioscience will issue a second bonus 2,000,000 common shares to Domenari if Lightning records $6,000,000 in revenue
--->s in a single calendar year;
upon closing, MJ Bioscience will cause the board of directors to be Marc Branson, Donald Rainwater and Tim Isaacs and 
--->the officers to be Donald Rainwater (CEO), Lee Alves (President) and Simon Tso (CFO); and
as a condition to closing the Agreement, MJ Bioscience will complete a non-brokered private placement for between 3,00
--->0,000 and 5,000,000 common shares of MJ Bioscience at a price of $0.10 per share.

Following the Agreement closing there will be approximately 29,000,000 shares issued and outstanding in the capital of
---> MJ Bioscience. The Purchase Shares will be subject to a stock restriction agreement which will contain the following 
--->vesting schedule:

Vesting Date
 Proportion of Vested Shares
 
 On the closing date of the Agreement (the "Effective Date")
 10% of the Purchase Shares 
 
 6 months after the Effective Date
 15% of the Purchase Shares 
 
 12 months after the Effective Date
 15% of the Purchase Shares 
 
 18 months after the Effective Date
 15% of the Purchase Shares 
 
 24 months after the Effective Date
 15% of the Purchase Shares 
 
 30 months after the Effective Date
 15% of the Purchase Shares 
 
 36 months after the Effective Date
 The remainder of the Purchase Shares
 
 

About Lightning Industries Inc.

Lightning is an industrial equipment manufacturer and custom metal fabricator in the natural resources industry. Light
--->ing has 28 years of experience in gas well surface equipment, pneumatics, and electronic safety shutdown systems.

About MJ Bioscience Corp.

MJ Bioscience is engaged in the research and development of plant technology for the enhanced production of commercial
---> medical marijuana. MJ Bioscience's principal goal is to target the evaluation and development an efficient system for
---> micro propagation methods that can be reproduced on a commercial scale. MJ Bioscience is also focused on identifying 
--->and acquiring related businesses and assets.

For further information, please contact:
MJ Bioscience Corp. Highmark Marketing Inc.
Marc Branson Marc Branson
Chief Executive Officer and President Chief Executive Officer
Telephone:  604.283.1722 Telephone: 604.283.1722
Email:  info@highmarkcorp.ca Email: info@highmarkcorp.ca 
Forward-Looking Information:
This press release may include forward-looking information within the meaning of Canadian securities legislation, conc
--->erning the business of Highmark Marketing and MJ Bioscience.  Forward-looking information is based on certain key expe
--->ctations and assumptions made by the management of Highmark Marketing and MJ Bioscience, including future plans for ac
--->quisitions.  Although Highmark Marketing and MJ Bioscience believe 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 infor
--->mation because Highmark Marketing and MJ Bioscience 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 Marketing
---> and MJ Bioscience 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 law
--->s.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities desc
--->ribed herein in the United States. The securities described herein have not been and will not be registered under the 
--->United States Securities Act of 1933, as amended, or any applicable securities laws or any state of the United States 
--->and may not be offered or sold in the United States or to the account or benefit of a person in the United States abse
--->nt an exemption from the registration requirements.




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