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Thelon Capital Ltd
Symbol THC
Shares Issued 112,190,431
Recent Sedar Documents

ORIGINAL: Thelon investors acquire 44.61 million company shares

2015-01-16 20:21 ET - News Release

Received by email:

File: NR01162015EWR.pdf

                           JOHN MILLER AND HEE JUNG CHUN

                                  JOINT PRESS RELEASE

                  ACQUISITION OF SHARES OF THELON CAPITAL LTD.


Vancouver, B.C. � (January 16, 2015) John Miller and Hee Jung Chun (together, the
"Offerors"), of Suite 200, 1455 Ellis Street, Kelowna, British Columbia, V1Y 2A3, announce that
each party has filed an early warning report in connection with the acquisition of 22,306,368
common shares by each of the Offerors, or a total of 44,612,736 common shares, in the capital
of Thelon Capital Ltd. (the "Issuer").

Each of the Offerors acquired ownership of 22,306,368 common shares of Thelon Capital Ltd.,
collectively 44,612,736 common shares. As a result of this acquisition, each of the Offerors,
holds 35.23%, and collectively 70.46%, of the issued and outstanding 63,311,110 common
shares of the Issuer immediately after such acquisition. Hee Jung Chun and John Miller may be
considered a joint actor of each other.

John Miller acquired his 22,306,368 common shares of the Issuer in exchange for his 10,800
Class "A" Voting Common shares without par value in the capital of THC Meds Inc., a private
British Columbia corporation, and Hee Jung Chun acquired her 22,306,368 common shares of
the Issuer in exchange for 10,800 Class "A" Voting Common shares without par value in the
capital of T.H.C Medical Systems Ltd., a private British Columbia corporation, in a reverse
takeover transaction with the Issuer pursuant to a Share Exchange Agreement (as described
below). The last closing price of the Issuer prior to its delisting on the TSX Venture Exchange
was $0.045 per share and on the basis of this closing price, the 44,612,736 common shares of
the Issuer would represent an approximate price of $2,007,572. The common shares of the
Issuer are not listed for trading on any public market.

The acquisition was made in connection a Share Exchange Agreement, dated January 14, 2015
(the "Agreement") among Thelon Capital Ltd., THC Meds Inc., T.H.C. Medical Systems Ltd.
(together, the "Target Companies") and shareholders of the Target Companies. Pursuant to
the Agreement, the Offerors will be issued, and they intend to acquire, approximately 6,498,950
common shares of the Issuer each (the "Earn-Out Shares") in the event that the Issuer obtains
a license pursuant to Canada's Marihuana for Medical Purposes Regulations.

Pursuant to stock restriction agreements dated January 15, 2015 with the Issuer (the " Stock
Restriction Agreements"), each of the Offerors agreed not to transfer or otherwise dispose of
their aggregate 44,612,736 common shares and any Earn-Out Shares except that such
restriction will not apply to proportions of the shares vesting as follows:




#121707-3
                 Vesting Date                                     Proportion of Vested Shares
                On the date the Issuer's common shares           1/10 of the common shares
                listed (the "Listing Date")
                6 months after the Listing Date                  1/6 of the remainder of the
                                                                 common shares
                12 months after the Listing Date                 1/5 of the remainder of the
                                                                 common shares
                18 months after the Listing Date                 1/4 of the remainder of the
                                                                 common shares
                24 months after the Listing Date                 1/3 of the remainder of the
                                                                 common shares
                30 months after the Listing Date                 1/2 of the remainder of the
                                                                 common shares
                36 months after the Listing Date                 The remainder of the common
                                                                 shares

and provided however that such restrictions will not apply to: (i) a transfer of the common shares
to any director, officer, employee or consultant of the Issuer; (ii) a transfer of the common
shares to the Issuer pursuant to a redemption initiated by the Issuer; or (iii) a transfer during the
Offeror's lifetime or on the Offeror's death by will or intestacy to the Offeror's beneficiaries or a
trust for the benefit of the Offeror's beneficiaries; so long as any such transferee agrees to the
same transfer restrictions.

The exemption from securities legislation being relied on by the Offerors is set out under
Section 2.16 of National Instrument 45-106 as the acquisition was made under an exempt take-
over bid.

For more information, please contact:

John Miller or Hee Jung Chun
info@thcbiomed.com
1.844.THC.MEDS




#121707-3
 


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