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File: 2019-02-20 - SEW - NR re Sweet Earth final.pdf
February 20, 2019 TSX-V: SEW:H
Seaway Energy Services Inc. Announces Letter Of Intent to Acquire
Sweet Earth Holdings Corporation
Vancouver, British Columbia - Seaway Energy Services Inc. ("Seaway" or the "Company") (TSX-V:
SEW:H) Seaway is pleased to announce that the Company has entered into a letter of intent dated
February 14, 2019 (the "LOI") with Sweet Earth Holdings Corporation ("Sweet Earth"), pursuant to which
the Company will acquire all of the issued and outstanding shares of Sweet Earth pursuant to a reverse-
takeover transaction (the "RTO").
Sweet Earth is a British Columbia company, having a wholly owned subsidiary TSN Agricorp Ltd. which
in turn owns all of the membership interests of Sweet Earth LLC, an Oregon limited liability company
("Sweet Earth LLC"). Sweet Earth LLC is an integrated hemp farming and CBD extraction company
operating from 22 acres in Oregon, USA pursuant to licensing under the Oregon Department of Agriculture.
Sweet Earth's assets include hemp cultivation and CBD extraction equipment that is state of the art industry
equipment.
Proposed Transaction
Under the terms of the LOI, Seaway will acquire from the shareholders of Sweet Earth all of the common
shares of Sweet Earth which are issued and outstanding as of the date of closing and Seaway will apply to
voluntarily delist from the TSXV and apply for a listing on the CSE.
As of the date of this press release, Seaway has 27,842,583 common shares (the "Seaway Shares"),
15,000,000 share purchase warrants exercisable at $0.40 per share, and 1,250,000 stock options
outstanding. In connection with the completion of the proposed RTO transaction, Seaway will consolidate
its issued and outstanding Seaway Shares on the basis of one new Seaway Share for each 2.5 Seaway Shares
outstanding resulting in 11,137,033 Seaway Shares (the "Post-Consolidation Shares").
The RTO is expected to be completed by way of a share exchange (or such other form of transaction
determined by the legal and tax advisors to each of Seaway and Sweet Earth, acting reasonably) pursuant
to which the shareholders of Sweet Earth (the "Sweet Earth Shareholders") will exchange all of their
common shares of Sweet Earth (the "Sweet Earth Shares") for 56,510,736 Post-Consolidation Shares of
Seaway on the basis of one Post-Consolidation Share for each Sweet Earth Share, resulting in Sweet Earth
becoming a wholly-owned subsidiary of Seaway. The deemed exchange price for the Post-Consolidation
Shares to be issued shall be $0.20 per Post-Consolidation Share, or such other price as permitted by
governing regulatory bodies, including without limitation, the CSE.
The Company is not contemplating any concurrent financing in connection with the Proposed Transaction.
The Company anticipates having not less than $4.5 million in cash on hand of in excess of $2 million
together with cash available in Sweet Earth of approximately $2.5 million. The Company has agreed to pay
a finders fee in connection with the transaction in the amount of 4,000,000 shares of the Company on
closing.
LEGAL_30701462.1
Board of Directors and Management
Upon completion of the proposed RTO, the Company's board of directors will be reconstituted to comprise
of a minimum of five (5) directors, including at least three directors nominated by Sweet Earth, subject to
the policies of the CSE and applicable corporate and securities laws. It is anticipated that the board of
directors on closing will be Peter Espig, Travis Luther, Fairnaz Wadia, Leon Ho, and Chris Cooper.
Management will be comprised of Travis Luther as Chief Executive Officer and Chris Cooper as Chief
Financial Officer. A brief synopsis of the directors and officers is below:
Peter Espig:
Mr. Espig currently serves as the CEO of Nicola Mining Inc. (TSX.V: NIM) where he was brought on to
save the company from imminent insolvency. The company's market capitalization has increased 15x
under his four years at its helm. He is a founding partner of Phosplatin Therapeutics and TriAsia Partners.
He is a global pioneer in special acquisition companies (SPACs) and is an experienced turnaround expert
in multiple business sectors on an international scale by leveraging expertise in the analysis of investment
opportunities, raising capital, deal sourcing, financial restructuring, and growing businesses. The former
Goldman Sachs and Olympus Capital Asia executive has structured and raised capital for over US$2.5
billion in private equity and pre-IPO investment transactions and has been involved in corporate
recapitalizations and turnarounds of over $5.0 billion.
He was a Chazen International Scholar at Columbia University (MBA), a member of the 1986 UBC
National Championship football team and is an active philanthropist.
Travis Luther:
Mr. Travis Luther has over 30 years of hands-on experience in cannabis-specific horticulture both in India
and in the Pacific Northwest with an expertise in agronomy and crop production to create systems for
efficient farming. He combines this with his background in custom construction to design optimized
environments for indoor and field-grown cannabis cultivation.
Travis has been directly involved with the genetics division of Sweet Earth in their development of a high
yielding CBD rich strain and is continually exploring agricultural technics and equipment that help cultivate
and process biomass in the most efficient manner. His expertise in growing, harvesting and extraction
methods makes him a valuable member of the Sweet Earth team.
Fairnaz Wadia:
Farinaz is a co-founder of Forcefield Greenhouse based in Ashland, Oregon. Forcefield is a leader in the
design and build of technologically advanced greenhouses. Forcefield offers high-quality greenhouse
packages, ventilation, lighting and lighting deprivation systems and acts as the exclusive agent for Danish
based DACS A/S and the MagFan line of exhaust fans.
Farinaz's managerial expertise and history of working in companies with sophisticated operations and
nationwide sales will help launch the expansion plans for Sweet Earth.
Leon Ho:
Mr. Ho is a chartered professional accountant working at Cross Davis & Company LLP, a chartered
professional accountant firm providing accounting services to publicly listed entities, primarily in the
mining sector. Mr. Ho works directly with mining chief executive officers and directors, assisting with their
regulatory and accounting needs.
Chris Cooper:
Mr. Cooper has over 20 years of extensive business experience in all facets of corporate development,
senior management, finance and operations, in both the private and public sectors. His experience includes
spearheading growth strategies, financial reporting, quarterly and annual budgets, overseeing corporate
administration, while achieving company objectives and maintaining internal cost controls. Mr. Cooper has
been a director of several private and public Company's over the last 20 years.
Mr. Cooper received his Bachelor of Business Administration from Hofstra University and his Master's in
Business Administration from Dowling College, both in New York State.
The LOI contemplates that Seaway and Sweet Earth will promptly negotiate and enter into a definitive
agreement (the "Definitive Agreement") on substantially the terms and conditions set out in the LOI,
together with such other documents that may be required to affect such filings and applications as are
required in order to more fully execute the terms of the RTO.
The LOI includes standstill provisions, under which Seaway and Sweet Earth have agreed not to solicit or
engage in any inquiries regarding any merger, amalgamation, share exchange, business combination,
takeover, sale or other material disposition or similar transaction until such time as the LOI or any definitive
agreement is terminated in accordance with its terms.
In addition to shareholder approvals, the RTO is subject to the receipt of certain regulatory and stock
exchange approvals and the satisfaction of other conditions customary for transactions of this nature.
Further, the RTO will be subject to the completion of all legal, business and technical due diligence to the
satisfaction of both parties.
About Sweet Earth Holdings Corporation
Since 2017 Sweet Earth has been establishing itself as major hemp CBD grower in Applegate Oregon. The
company presently has 22 acres of outdoor growing and access to 30,000 sq. ft. of indoor greenhouse space.
Expansion plans are in place to add a further 20 acres of outdoor growing for the 2019 growing season.
Sweet Earth has been focused on being self reliant and vertically integrated in its operations.
For the past year Sweet Earth's in house genetics team has been working on Sweet Earths' own proprietary
strain. This strain has been grown in their indoor greenhouse resulting in high yielding CBD rich flower.
They are excited to begin growing this strain outdoor for the 2019 season.
Equipment for extraction has been purchased and licenses are being applied to allow Sweet Earth to extract
its own CBD, CBG and CBN cannabinoids. This next phase in their CBG and CBN research will help
Sweet Earth keep pace with the expanding medical discoveries and natural healing properties of this plant.
From seed development, growing, harvesting, drying, extracting and packaging Sweet Earth has vertical
integration to everything in place to make it a significant company in the hemp segment.
Current Projects
Applegate Oregon: Sweet Earth presently has 22 acres of outdoor growing and access to 30,000 sq. ft. of
indoor greenhouse space. There is a further 20 acres that the company has secured for 2019. Sweet Earth
has their own genetics division constantly breeding and developing new strains for specific applications. It
is this quality and attention to detail that will help Sweet Earth produce a better end product.
Medford Oregon: Sweet Earth is in the process of building out its production facility which will allow it to
produce and package consumer based products such as tinctures, capsules, vape cartridges and beverage
line.
Financials
Sweet Earth has sales from operations of USD$140,000.00 to December 2018. The assets of the Company
are comprised of 22 acres of farm land and several pieces of heavy farm equipment including an excavator,
tractor and other general farming and extraction equipment. Capital equipment currently in place is
approximately USD $360,000.00 and has been field proven to efficiently sow and harvest the hemp
biomass. Sweet Earth also has two state of the art extraction units that are USD$400,000.00. These units
are capable of processing 400 lbs of material per day. The Company currently has a cash reserve of
approximately USD$2,100,000.
As part of the Company's obligation for continuous disclosure, the complete terms of the proposed
transaction will be publicly available as filed with the System for Electronic Document Analysis and
Retrieval (www.sedar.com).
ON BEHALF OF THE BOARD
"Dylan Sidoo"
Dylan Sidoo
Director
Cautionary Statement
Completion of the Proposed Transaction is subject to a number of conditions, including TSX Venture
Exchange acceptance and listing approval, and any shareholder approvals. The Proposed Transaction
cannot close until the required shareholder approval is obtained. There can be no assurance that the
Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as
disclosed in the management information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the Proposed Transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of Seaway should be
considered highly speculative. The TSX Venture Exchange has not reviewed or approved the terms to the
Proposed Transaction.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release may contain forward-looking statements that are based on the Company's current
expectations and estimates. Forward-looking statements are frequently characterized by words such as
"plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other
similar words or statements that certain events or conditions "may" or "will" occur, and include, without
limitation, statements regarding the Company's current plans. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that could cause actual events or results to differ
materially from estimated or anticipated events or results implied or expressed in such forward-looking
statements. Such forward-looking statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations, including that the Proposed Transaction contemplated herein
is completed. Forward-looking statements are based on a number of assumptions which may prove to be
incorrect, including, but not limited to: the ability of Seaway and Sweet Earth to obtain necessary
shareholder approval to complete the Proposed Transaction or to satisfy the requirements of the regulatory
agencies with respect to the Proposed Transaction. The cautionary statements qualify all forward-looking
statements attributable to Seaway and Sweet Earth including persons acting on their behalves. Any forward-
looking statement speaks only as of the date on which it is made and, except as may be required by
applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking
statement, whether as a result of new information, future events or results or otherwise. Forward-looking
statements are not guarantees of future performance and accordingly undue reliance should not be put on
such statements due to the inherent uncertainty therein.
The securities referred to in this news release have not been, and will not be, registered under the United
States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in
the United States unless pursuant to an exemption therefrom. This press release is for information purposes
only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Seaway
Energy Services or of Sweet Earth Holdings Corporation in any jurisdiction.
File: 2019-02-20 - SEW - NR re Sweet Earth final.docx
February 20, 2019 TSX-V: SEW:H
Seaway Energy Services Inc. Announces Letter Of Intent to Acquire Sweet Earth Holdings Corporation
Vancouver, British Columbia - Seaway Energy Services Inc. ("Seaway" or the "Company") (TSX-V: SEW:H) - Seaway is pleas
--->ed to announce that the Company has entered into a letter of intent dated February 14, 2019 (the "LOI") with Sweet Ear
--->th Holdings Corporation ("Sweet Earth"), pursuant to which the Company will acquire all of the issued and outstanding
--->shares of Sweet Earth pursuant to a reverse-takeover transaction (the "RTO").
Sweet Earth is a British Columbia company, having a wholly owned subsidiary TSN Agricorp Ltd. which in turn owns all o
--->f the membership interests of Sweet Earth LLC, an Oregon limited liability company ("Sweet Earth LLC"). Sweet Earth LL
--->C is an integrated hemp farming and CBD extraction company operating from 22 acres in Oregon, USA pursuant to licensin
--->g under the Oregon Department of Agriculture. Sweet Earth's assets include hemp cultivation and CBD extraction equipme
--->nt that is state of the art industry equipment.
Proposed Transaction
Under the terms of the LOI, Seaway will acquire from the shareholders of Sweet Earth all of the common shares of Sweet
---> Earth which are issued and outstanding as of the date of closing and Seaway will apply to voluntarily delist from the
---> TSXV and apply for a listing on the CSE.
As of the date of this press release, Seaway has 27,842,583 common shares (the "Seaway Shares"), 15,000,000 share purc
--->hase warrants exercisable at $0.40 per share, and 1,250,000 stock options outstanding. In connection with the completi
--->on of the proposed RTO transaction, Seaway will consolidate its issued and outstanding Seaway Shares on the basis of o
--->ne new Seaway Share for each 2.5 Seaway Shares outstanding resulting in 11,137,033 Seaway Shares (the "Post-Consolidat
--->ion Shares").
The RTO is expected to be completed by way of a share exchange (or such other form of transaction determined by the le
--->gal and tax advisors to each of Seaway and Sweet Earth, acting reasonably) pursuant to which the shareholders of Sweet
---> Earth (the "Sweet Earth Shareholders") will exchange all of their common shares of Sweet Earth (the "Sweet Earth Shar
--->es") for 56,510,736 Post-Consolidation Shares of Seaway on the basis of one Post-Consolidation Share for each Sweet Ea
--->rth Share, resulting in Sweet Earth becoming a wholly-owned subsidiary of Seaway. The deemed exchange price for the Po
--->st-Consolidation Shares to be issued shall be $0.20 per Post-Consolidation Share, or such other price as permitted by
--->governing regulatory bodies, including without limitation, the CSE.
The Company is not contemplating any concurrent financing in connection with the Proposed Transaction. The Company ant
--->icipates having not less than $4.5 million in cash on hand of in excess of $2 million together with cash available in
--->Sweet Earth of approximately $2.5 million. The Company has agreed to pay a finders fee in connection with the transact
--->ion in the amount of 4,000,000 shares of the Company on closing.
Board of Directors and Management
Upon completion of the proposed RTO, the Company's board of directors will be reconstituted to comprise of a minimum o
--->f five (5) directors, including at least three directors nominated by Sweet Earth, subject to the policies of the CSE
--->and applicable corporate and securities laws. It is anticipated that the board of directors on closing will be Peter E
--->spig, Travis Luther, Fairnaz Wadia, Leon Ho, and Chris Cooper. Management will be comprised of Travis Luther as Chief
--->Executive Officer and Chris Cooper as Chief Financial Officer. A brief synopsis of the directors and officers is below
--->:
Peter Espig:
Mr. Espig currently serves as the CEO of Nicola Mining Inc. (TSX.V: NIM) where he was brought on to save the company f
--->rom imminent insolvency. The company's market capitalization has increased 15x under his four years at its helm. He
--->is a founding partner of Phosplatin Therapeutics and TriAsia Partners.
He is a global pioneer in special acquisition companies (SPACs) and is an experienced turnaround expert in multiple bu
--->siness sectors on an international scale by leveraging expertise in the analysis of investment opportunities, raising
--->capital, deal sourcing, financial restructuring, and growing businesses. The former Goldman Sachs and Olympus Capit
--->al Asia executive has structured and raised capital for over US$2.5 billion in private equity and pre-IPO investment t
--->ransactions and has been involved in corporate recapitalizations and turnarounds of over $5.0 billion.
He was a Chazen International Scholar at Columbia University (MBA), a member of the 1986 UBC National Championship foo
--->tball team and is an active philanthropist.
Travis Luther:
Mr. Travis Luther has over 30 years of hands-on experience in cannabis-specific horticulture both in India and in the
--->Pacific Northwest with an expertise in agronomy and crop production to create systems for efficient farming. He combin
--->es this with his background in custom construction to design optimized environments for indoor and field-grown cannabi
--->s cultivation.
Travis has been directly involved with the genetics division of Sweet Earth in their development of a high yielding CB
--->D rich strain and is continually exploring agricultural technics and equipment that help cultivate and process biomass
---> in the most efficient manner. His expertise in growing, harvesting and extraction methods makes him a valuable member
---> of the Sweet Earth team.
Fairnaz Wadia:
Farinaz is a co-founder of Forcefield Greenhouse based in Ashland, Oregon. Forcefield is a leader in the design and b
--->uild of technologically advanced greenhouses. Forcefield offers high-quality greenhouse packages, ventilation, lightin
--->g and lighting deprivation systems and acts as the exclusive agent for Danish based DACS A/S and the MagFan line of ex
--->haust fans.
Farinaz's managerial expertise and history of working in companies with sophisticated operations and nationwide sales
--->will help launch the expansion plans for Sweet Earth.
Leon Ho:
Mr. Ho is a chartered professional accountant working at Cross Davis & Company LLP, a chartered professional accountan
--->t firm providing accounting services to publicly listed entities, primarily in the mining sector. Mr. Ho works directl
--->y with mining chief executive officers and directors, assisting with their regulatory and accounting needs.
Chris Cooper:
Mr. Cooper has over 20 years of extensive business experience in all facets of corporate development, senior managemen
--->t, finance and operations, in both the private and public sectors. His experience includes spearheading growth strateg
--->ies, financial reporting, quarterly and annual budgets, overseeing corporate administration, while achieving company o
--->bjectives and maintaining internal cost controls. Mr. Cooper has been a director of several private and public Company
--->'s over the last 20 years.
Mr. Cooper received his Bachelor of Business Administration from Hofstra University and his Master's in Business Admin
--->istration from Dowling College, both in New York State.
The LOI contemplates that Seaway and Sweet Earth will promptly negotiate and enter into a definitive agreement (the "D
--->efinitive Agreement") on substantially the terms and conditions set out in the LOI, together with such other documents
---> that may be required to affect such filings and applications as are required in order to more fully execute the terms
---> of the RTO.
The LOI includes standstill provisions, under which Seaway and Sweet Earth have agreed not to solicit or engage in any
---> inquiries regarding any merger, amalgamation, share exchange, business combination, takeover, sale or other material
--->disposition or similar transaction until such time as the LOI or any definitive agreement is terminated in accordance
--->with its terms.
In addition to shareholder approvals, the RTO is subject to the receipt of certain regulatory and stock exchange appro
--->vals and the satisfaction of other conditions customary for transactions of this nature. Further, the RTO will be subj
--->ect to the completion of all legal, business and technical due diligence to the satisfaction of both parties.
About Sweet Earth Holdings Corporation
Since 2017 Sweet Earth has been establishing itself as major hemp CBD grower in Applegate Oregon. The company presentl
--->y has 22 acres of outdoor growing and access to 30,000 sq. ft. of indoor greenhouse space. Expansion plans are in plac
--->e to add a further 20 acres of outdoor growing for the 2019 growing season. Sweet Earth has been focused on being self
---> reliant and vertically integrated in its operations.
For the past year Sweet Earth's in house genetics team has been working on Sweet Earths' own proprietary strain. This
--->strain has been grown in their indoor greenhouse resulting in high yielding CBD rich flower. They are excited to begin
---> growing this strain outdoor for the 2019 season.
Equipment for extraction has been purchased and licenses are being applied to allow Sweet Earth to extract its own CBD
--->, CBG and CBN cannabinoids. This next phase in their CBG and CBN research will help Sweet Earth keep pace with the exp
--->anding medical discoveries and natural healing properties of this plant. From seed development, growing, harvesting, d
--->rying, extracting and packaging Sweet Earth has vertical integration to everything in place to make it a significant c
--->ompany in the hemp segment.
Current Projects
Applegate Oregon: Sweet Earth presently has 22 acres of outdoor growing and access to 30,000 sq. ft. of indoor greenho
--->use space. There is a further 20 acres that the company has secured for 2019. Sweet Earth has their own genetics divis
--->ion constantly breeding and developing new strains for specific applications. It is this quality and attention to deta
--->il that will help Sweet Earth produce a better end product.
Medford Oregon: Sweet Earth is in the process of building out its production facility which will allow it to produce a
--->nd package consumer based products such as tinctures, capsules, vape cartridges and beverage line.
Financials
Sweet Earth has sales from operations of USD$140,000.00 to December 2018. The assets of the Company are comprised of 2
--->2 acres of farm land and several pieces of heavy farm equipment including an excavator, tractor and other general farm
--->ing and extraction equipment. Capital equipment currently in place is approximately USD $360,000.00 and has been fiel
--->d proven to efficiently sow and harvest the hemp biomass. Sweet Earth also has two state of the art extraction units t
--->hat are USD$400,000.00. These units are capable of processing 400 lbs of material per day. The Company currently has a
---> cash reserve of approximately USD$2,100,000.
As part of the Company's obligation for continuous disclosure, the complete terms of the proposed transaction will be
--->publicly available as filed with the System for Electronic Document Analysis and Retrieval (www.sedar.com).
ON BEHALF OF THE BOARD
"Dylan Sidoo"
Dylan Sidoo
Director
Cautionary Statement
Completion of the Proposed Transaction is subject to a number of conditions, including TSX Venture Exchange acceptance
---> and listing approval, and any shareholder approvals. The Proposed Transaction cannot close until the required shareho
--->lder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at
---> all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to
--->be prepared in connection with the transaction, any information released or received with respect to the Proposed Tran
--->saction may not be accurate or complete and should not be relied upon. Trading in the securities of Seaway should be c
--->onsidered highly speculative. The TSX Venture Exchange has not reviewed or approved the terms to the Proposed Transact
--->ion.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
--->TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release may contain forward-looking statements that are based on the Company's current expectations and esti
--->mates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend",
---> "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events
--->or conditions "may" or "will" occur, and include, without limitation, statements regarding the Company's current plans
--->. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause ac
--->tual events or results to differ materially from estimated or anticipated events or results implied or expressed in su
--->ch forward-looking statements. Such forward-looking statements are qualified in their entirety by the inherent risks a
--->nd uncertainties surrounding future expectations, including that the Proposed Transaction contemplated herein is compl
--->eted. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but
--->not limited to: the ability of Seaway and Sweet Earth to obtain necessary shareholder approval to complete the Propose
--->d Transaction or to satisfy the requirements of the regulatory agencies with respect to the Proposed Transaction. The
--->cautionary statements qualify all forward-looking statements attributable to Seaway and Sweet Earth including persons
--->acting on their behalves. Any forward-looking statement speaks only as of the date on which it is made and, except as
--->may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-lo
--->oking statement, whether as a result of new information, future events or results or otherwise. Forward-looking statem
--->ents are not guarantees of future performance and accordingly undue reliance should not be put on such statements due
--->to the inherent uncertainty therein.
The securities referred to in this news release have not been, and will not be, registered under the United States Sec
--->urities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States unl
--->ess pursuant to an exemption therefrom. This press release is for information purposes only and does not constitute an
---> offer to sell or a solicitation of an offer to buy any securities of Seaway Energy Services or of Sweet Earth Holding
--->s Corporation in any jurisdiction.
© 2024 Canjex Publishing Ltd. All rights reserved.