22:21:19 EDT Fri 03 May 2024
Enter Symbol
or Name
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Harvest One Capital Inc
Symbol WON
Shares Issued 4,093,120
Close 2015-07-13 C$ 0.025
Market Cap C$ 102,328
Recent Sedar Documents

ORIGINAL: Harvest One to acquire Internet firm Mobile as QT

2015-10-21 14:23 ET - News Release

Received by email:

File: Press Release - LOI v0 05.docx

HARVEST ONE CAPITAL INC. SIGNS LETTER OF INTENT 
TO PURCHASE MOBILE CORPORATION
 October 21, 2015, Vancouver, British Columbia - HARVEST ONE CAPITAL INC. (TSX-V NEX: WON.H) ("Harvest" or the "Compan
--->y"), a reporting issuer in British Columbia and Alberta, is pleased to announce it has entered into a non-binding lett
--->er of intent dated for reference October 19, 2015 ("LOI") regarding a proposed transaction (the "Transaction") with Mo
--->bile Corporation ("Mobile"), a private Nevada corporation, to acquire 100% of the issued and outstanding securities of
---> Mobile.  Mobile is a pre-revenue internet company. 
The acquisition, once completed, is intended to constitute Harvest's "Qualifying Transaction" pursuant to Policy 2.4 o
--->f the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange"). Harvest and Mobile are at arm's length, a
--->nd accordingly, the Transaction is not considered a "Non-Arm's Length Transaction".  
The parties are working towards entering into a definitive agreement under which Harvest will acquire all the issued a
--->nd understanding shares of Mobile in exchange for common shares of Harvest in a reverse takeover transaction. As a res
--->ult of the Transaction, Mobile will become a wholly-owned subsidiary of Harvest (the "Resulting Issuer").  The Resulti
--->ng Issuer will be listed as a Technology issuer on the TSX Venture Exchange.
The LOI contemplates that the stock of Harvest may be consolidated on a two (2) old shares for one (1) new share basis
---> as part of the Transaction ("Share Consolidation"); and Harvest's name will be changed to include "Mobile" in the Res
--->ulting Issuer's name.
The Share Consolidation, if undertaken, will become effective prior to completion of the Transaction. All share number
--->s and pricing in this press release assumes completion of the Share Consolidation prior to closing of the Transaction.
The parties have agreed to pay a finder's fee to two arm's length parties in connection with the Transaction. The find
--->er fees will be paid in cash and common shares. 
Capital Structure of Mobile
Mobile's issued and outstanding capital is comprised of: 22,836,666 shares of Class A Common Stock, 3,000,000 shares o
--->f Class B Common Stock and 6,920,061 shares of Series A Preferred Stock. The Series A Preferred Stock will automatical
--->ly convert into Class A Common Stock on close of the Transaction.  Mobile also has approximately 100,000 convertible s
--->ecurities issued and outstanding which are convertible into Class A Common Stock.
The named executive officers and directors of Mobile as a group beneficially, directly or indirectly, or exercise cont
--->rol or direction over:
6,565,050 Mobile Class A shares, representing 28.75% of the issued and outstanding Mobile Class A common shares;
2,125,000 Mobile Class B shares, representing 70.83% of the issued and outstanding Mobile Class B common shares, and
 Nil Mobile Series Preferred shares, representing 0% of the issued and outstanding Mobile Series A Preferred Shares.  

Mr. Jeffrey Peterson, CEO, Chairman of Board of Mobile and a Director of Mobile, owns 2,230,050 Class A common shares 
--->directly or 9.77% of the issued and outstanding Mobile Class A shares and 2,805,050 Class A common shares indirectly t
--->hrough Inter123 Corporation or 12.28%, for a total shareholding of 5,035,100 Class A common shares or 22.05% of the is
--->sued and outstanding Mobile Class A shares. Mr Peterson also owns 1,000,000 Class B common shares or 33.33% of the iss
--->ued and outstanding Mobile Class B shares.  Mr. Michael Silberman, CFO, Executive Vice President and a Director of Mob
--->ile owns 1,750,000 Class A common shares or 7.66% of the issued and outstanding Mobile Class A shares.  Mr. Marco Lope
--->z, a Director of Mobile owns 1,500,000 Class A common shares or 6.57% of the issued and outstanding Mobile Class A sha
--->res, and 500,000 Class B common shares or 16.67% of the issued and outstanding Mobile Class B shares.  Ms. Cristina So
--->sa Noriega, a Director of Mobile owns 150,000 Class A common shares or 0.66% of the issued and outstanding Mobile Clas
--->s A shares, and 250,000 Class B common shares or 8.33% of the issued and outstanding Mobile Class B shares.  Mr. Clint
--->on Brown, Director and Executive Vice President of Mobile owns 250,000 Class A common shares or 1.09% of the issued an
--->d outstanding Mobile Class A shares, and 375,000 Class B common shares or 12.50% of the issued and outstanding Mobile 
--->Class B shares. Ms. Lucy Lu, a Director of Mobile owns 300,000 Class A common shares or 1.33% of the issued and outsta
--->nding Mobile Class A shares.
Various other shareholders hold the remaining shares of Mobile.  No single shareholder amongst this group hold 5% or m
--->ore  of any class or series of shares issued and outstanding in Mobile.  
It is anticipated that at closing the Resulting Issuer will grant options to acquire common shares to the directors, o
--->fficers, employees, and consultants of the Resulting Issuer., at a price to be determined  The exact number of options
---> has not yet been determined but will not exceed 20% of the issued and outstanding shares of the Resulting Issuer.
Contemplated Financing(s) 
Under the letter of intent, Mobile is required to raise a minimum of $2,000,000 through the issuance of common shares 
--->of Harvest (the "Transaction Financing"). The shares issued in the Transaction Financing will represent approximately 
--->5% of the Resulting Issuer's issued and outstanding common shares at the time of Closing.
Mobile may pay finder's fees to arm's length parties for proceeds raised under the Transaction Financing. These fees m
--->ay be payable, at the discretion of Mobile, in cash or in common shares.  Mobile expects a portion of the Transaction 
--->Financing will be a brokered financing.  The exact terms of the Transaction Financing will be announced a later date.
The parties anticipate the net proceeds of the Transaction Financing will be used to advance the business of the Resul
--->ting Issuer, and for general working capital purposes.  
Sponsorship of Business Combination
Sponsorship of a Qualifying Transaction is required by the Exchange unless exempt in accordance with Exchange policies
--->. Harvest intends to apply for an exemption from the sponsorship requirements. There is no assurance that Harvest will
---> ultimately obtain an exemption from sponsorship.
Reinstatement to Trading
Harvest's shares will be halted pending receipt by the Exchange of certain required materials from Harvest and until H
--->arvest engages a sponsor or receives a waiver from sponsorship. 
Harvest will provide further details in respect of the Transaction, including the proposed number of shares to be issu
--->ed out as consideration to the shareholders of Mobile, the pricing of the Transaction Financing, and financial informa
--->tion of Mobile, in due course by way of press release.
Closing Conditions
Closing the Transaction with Mobile is subject to several conditions, including, but not limited to:
completion of all due diligence reviews;
receipt of all regulatory, shareholder, director and other third party approvals as required under applicable laws or 
--->regulatory policies; 
execution of a formal share purchase agreement;
entry into any regulatory required escrow agreements by Mobile shareholders;
completion of the proposed Transaction Financing; 
the issued and outstanding shares of Harvest being consolidated prior to closing;
the total number of shares of Harvest issued and outstanding immediately prior to completion of the Transaction, witho
--->ut considering the Offering, will equal 5% to 10% of the common shares of the Resulting Issuer immediately on completi
--->on of the Transaction;
Harvest shall be a reporting issuer in British Columbia and Alberta, not in default;
no material actions, suits or proceedings at time of closing involving either party;
no material adverse change to assets, technology, liabilities, business, operations, or financial condition at time of
---> closing of either party; and
a new slate of directors be appointed as agreed by the parties.
New Board of Directors
At the close of the Transaction, the management and board of directors of Harvest will resign and a new board of direc
--->tors comprising ten nominees of Mobile and one nominee of Harvest will be appointed to the Resulting Issuer.  The foll
--->owing represents an overview of the experience of the proposed new board members of the Resulting Issuer:
Jeffrey Peterson, (Director, Chief Executive Officer, and Chairman of the Board) 
Jeffrey Peterson, Mobile's original founder, has been the Chairman of the Board and Chief Executive Officer of Mobile 
--->since April 2013. Mr. Peterson was the original founder of Quepasa.com in 1998, and Quepasa Corporation, a Nasdaq and 
--->New York Stock Exchange traded public Company (Nasdaq: QPSA, NYSE Euronext: QPSA) that was the first nationally brande
--->d online community for Hispanics in the USA. Under his leadership, during a period of approximately ten years, Quepasa
---> achieved a peak market capitalization in excess of US $450 million. Key investors in Quepasa included Sony Corp., Tel
--->emundo, National Football League star John Elway, and pop superstar Gloria Estefan. Quepasa was continually ranked as 
--->the #1 most popular Hispanic online community, beating competitors Starmedia and Yahoo! en Espanol. At Quepasa, Mr. Pe
--->terson held the positions of CEO, Chairman, President, and Chief Technology Officer.
From 1998 through April 2007, Mr. Peterson was the CEO and director of Quepasa. In July 2003 Mr. Peterson was appointe
--->d by Arizona Governor Janet Napolitano to the Board of Directors of the Arizona- Mexico Commission ("AMC"). Mr. Peters
--->on served the AMC under Governor Napolitano on the Board and Executive Committee until her departure from Arizona to W
--->ashington, D.C. in 2009 when she became United States Secretary of Homeland Security. In Arizona, Mr. Peterson also se
--->rved from 2006 to 2010 on the Business Advisory Committee of Arizona Attorney General Terry Goddard. In New York, Mr. 
--->Peterson served on the Hispanic Committee of the Interactive Advertising Bureau ("IAB"). From December 2011 to April 2
--->012, he was the interim CEO of Sitesearch Corporation. From April 2007 to Present he has served as CEO and Chairman of
---> the Board of Directors of Inter123 Corporation, a private holding company. In July 2014, Mr. Peterson was appointed t
--->o the Board of Directors of the US Philippines Society.
Mr. Peterson has received national and international media attention for his accomplishments in the technology sector 
--->currently serves on the board of directors of several privately held technology related companies in both the United S
--->tates and Latin America and serves as a technology consultant to the government of Mexico. Quepasa was sold in 2007 to
---> investor and venture capitalist Richard Scott, who is now the Governor of Florida. In 2011, Quepasa changed its corpo
--->rate name to MeetMe Corp.
Michael Silberman, (Director, Chief Financial Officer, and Executive Vice President)
Michael D. Silberman, Mobile's original co-founder, has been a Director, the Chairman of the Executive Committee, Exec
--->utive Vice President and Chief Financial Officer and corporate Secretary of Mobile since March 2013. Mr. Silberman has
---> over 30 years of experience as a seasoned financial, strategic and operational executive. From 2004 to 2013 he was a 
--->mergers & acquisition, general business and IT consultant and cofounder and interim Chief Operating Officer and Chief 
--->Financial Officer for a number of firms including a 'bricks and mortar' micro-lender, an online commodity firm and a d
--->igital entertainment publishing firm. Throughout his career, he has been responsible for leading and closing numerous 
--->private and public capital raises.
From 1998 to 2004 he held positions in the technology sector with a focus on Internet portals and application design a
--->nd development as the original co-founder and Director, Principal Accounting Officer, Chief Financial Officer, Chairma
--->n of the Audit Committee, Executive Vice President and Head of Business Affairs for Quepasa.com, a Nasdaq and New York
---> Stock Exchange Euronext traded public Company (Nasdaq: QPSA, NYSE Euronext: QPSA). Quepasa.com was the first national
--->ly branded online community for Hispanics in the United States. and also Chief Financial Officer of Internet Century, 
--->Inc. and Chief Financial Officer of Net Century, Inc. which were the predecessor companies. Previous experience includ
--->ed positions in the fields of multimedia and content development, production and publishing such as Controller of Fred
---> Weintraub Productions, Chief Financial Officer of Jolson Media Corporation, Chief Operating Officer and Chief Financi
--->al Officer of Rock Magazine, Controller of two U.S. subsidiaries of Televisa S.A. and Controller of Braverman Producti
--->ons.
Mr. Silberman earned his B.A. in Economics from the University of California, Los Angeles, and his M.B.A. from the Joh
--->n E. Anderson Graduate School of Management at the University of California, Los Angeles. He is an active California l
--->icensed Certified Public Accountant, an active Certified Fraud Examiner and a Chartered Global Management Accountant. 
--->He is a member of the American Institute of Certified Public Accountants, the California Society of Certified Public A
--->ccountants, the Association of Certified Fraud Examiners, the Institute of Management Accountants and the Chartered In
--->stitute of Management Accountants.
Marco A. Lopez, Jr., (Director)
Marco A. Lopez, Jr. serves as President and CEO of Intermestic Partners, a business advisory firm dedicated to serving
---> international and domestic organizations with strategic guidance and policy direction. He guides U.S. outreach effort
--->s for Latin America's most important philanthropic organization, The Carlos Slim Foundation, and that of its affiliate
---> member corporate companies. Additionally, he served as a U.S. advisor to the successful presidential campaign of Mexi
--->co's President Enrique Pena Nieto on topics of border security and safety, border trade and commerce, and economic dev
--->elopment. Prior to founding Intermestic Partners, Marco served as Chief of Staff at the United States Department of Ho
--->meland Security (DHS), Customs and Border Protection (CBP), helping lead an organization with a $12 billion budget and
---> 60,000 employees.
Before joining DHS, Marco served for then-Arizona Governor Janet Napolitano as Director of the Arizona Department of C
--->ommerce. In Arizona, he served in various capacities including as Senior Adviser to the Governor, Vice-Chair of the Ar
--->izona-Mexico Commission and Policy Adviser for Mexico and Latin America. Additionally, Marco served as the Executive D
--->irector of the Arizona-Mexico Commission. From 2009 to 2011,Marco was the Chief of Staff, US Customs and Border Protec
--->tion, Homeland Security, where he oversaw a staff of 60,000 and a US $13B budget. From 2011 to present he has been the
---> President of International Strategic Solutions, Inc. an international consulting and business development firm.
Marco has an accomplished public sector career: at the age of 22, he became one of the youngest mayors in the United S
--->tates, elected into office at Arizona's largest border community of Nogales, Arizona shortly after graduating from the
---> University of Arizona in Tucson. He was re-elected by an overwhelming majority of the vote in 2002, one year before b
--->eing tapped by Napolitano to take a job at the Arizona State Capitol.
 
Javier Saralegui, (Director)
Mr. Saralegui became the founding president of Univision Online in 2000, and quickly turned Univision.com into the mos
--->t-visited Spanish-language Website in the U.S. Saralegui oversaw the launch of the site, and of Univision Movil, the l
--->eading Spanish-language mobile content and video platform. He was responsible for Univision's original online and wire
--->less content strategies, including e-commerce and related joint ventures.
From 1988-2000, Saralegui was president of Galavision, the leading cable network for U.S. Hispanics, where he was resp
--->onsible for managing day-to-day operations of the network. As president, he quintupled Galavision's distribution and r
--->evenues. From 2009 to 2011 he was a Partner in Jagtag. From 2010 to present he has been a board member of NovoTV. From
---> 2011 to present he has been a partner in YaSabe.
From 2012 to present he has been the President of DangerTV. Mr. Saralegui holds a bachelor's degree in economics from 
--->Hobart College. He resides in Manhattan with his wife and three children.
Lucy Kai Yee Lu, (Director)
Lucy Lu is the Principal of St. Johannes College, in Hong Kong, a position that she has held from 2008 and continues t
--->o hold. Mrs. Lu serves on the Board of Advanced Optronic Devices (Asia) and Advanced Optronic Devices (Philippines). M
--->s. Lu received her B.A. in Education for the University of California, Berkeley.
Cristina Sosa Noriega, (Director)
Cristina Sosa Noriega is an expert at marketing and branding, including social media marketing and creative advertisin
--->g campaigns in the United States and Latin America. Ms. Noriega gained valuable experience working at Bromley Communic
--->ations, the largest Hispanic advertising agency in the United States. From 2013 to present Ms. Sosa Noriega has been t
--->he content director for iSolutions. From 2008 to 2013, she was the owner and founder of Murphy St. Raspa Co.
Ms. Sosa's father, Lionel Sosa, was the founder of Sosa, Bromley, Aguilar & Associates, the predecessor Company to Bro
--->mley Communications. Sosa was the creative genius behind the multi-million dollar marketing campaigns for Quepasa Corp
--->oration and Quepasa.com, the first nationally branded online community for Hispanics in the USA. Ms. Noriega received 
--->her Bachelor's degree from Yale University.
Clinton Brown, CFPtrademark, ChFC, CLU, CASLtrademark (Director and Vice President, Business Development)
Clinton Brown has been Mobile's Vice President, Business Development since June 2013. From 2012 to present, he has bee
--->n the founder and president of Clinton Brown Financial. From 2002 to 2012, he was a financial advisor with AXA Advisor
--->s. From 2001 to 2002 he was a registered representative with Superior Financial Services. In 2001 he was a registered 
--->representative with Heritage West Securities. From 2000 to 2001 he was an online ad manager with The Arizona Republic.
---> From 1997 to 2000 he was the director of marketing with Quepasa.Com.
Clinton graduated from Arizona State University with a Bachelors Degree in Finance. He is currently enrolled in the Ma
--->sters of Financial Services (MSFS) curriculum with The American College, which offers advanced education and certifica
--->tions for financial professionals. He is a Certified Financial Plannertrademark (CFPtrademark), Chartered Financial Co
--->nsultant (ChFC), Certified Life Placement Agent (CLU), and a Chartered Advisor for Senior Living (CASLtrademark).
Cesar Sanvicente, (Director and Chief Technology Officer)
Mr. Cesar Rodolfo Sanvicente has been Mobile's Chief Technology Officer since June 2013. He has over 12 years of exper
--->ience as a software developer and director, and as a servers/cloud computer environment and technology administrator w
--->ith high traffic websites and large scale databases. He joined Sitesearch Corporation as Chief Technology Officer from
---> 2007 to 2012, a company focused in user generated content search. From August 2002 to April 2007 he served as Chief T
--->echnology Officer of Quepasa.com de Mexico SA de CV, a wholly owned Mexican subsidiary of Quepasa Corporation, which c
--->hanged its name to Meetme Corporation. 
Mr. Sanvicente graduated with honors with a degree in Software Engineering from the Hermosillo Institute of Technology
---> (ITH) in Sonora Mexico in 2001.
Dennis Burke, Esq., (Director and Chairman of the Compliance Committee)
Dennis K. Burke is Co-Founder and has been a Partner of Global Security and Intelligence Strategies (GSIS) from March 
--->2013 to present. Burke has over 20 years of public service at both the Federal and State levels. From 2012 to 2013, he
---> was the Executive Director of the Halle Foundation. In 2009, he was appointed by President Obama and confirmed by the
---> United States Senate as the United States Attorney for the District of Arizona where he oversaw all federal prosecuti
--->ons in Arizona for one of the largest United States Attorney offices in the country and serviced in that capacity from
---> 2009 to 2011. Prior to that Burke was a Senior Advisor to Department of Homeland Security Secretary Janet Napolitano 
--->after serving on the Obama/Biden Transition team focusing on homeland security administration and policy.
He served as Chief of Staff to Arizona Governor Janet Napolitano from 2003 to 2008 after serving as the Chief Deputy i
--->n the Arizona Attorney General's Office managing the largest law firm in Arizona. He is a former Assistant United Stat
--->es Attorney for the District of Arizona, was the Assistant Attorney General for Legislative Affairs at the United Stat
--->es Department of Justice, and a Senior Policy Analyst for the White House Domestic Policy Council during the Clinton A
--->dministration. As a Majority Counsel on the United States Senate Judiciary Committee, he worked on intellectual proper
--->ty, crime and law enforcement, and judicial nominations.
Burke has a B.A. from Georgetown University and received his law degree from University of Arizona graduating Summa Cu
--->m Laude and serving as Executive Editor of the Arizona Law Review. After law school, Burke clerked for the Honorable J
--->ames Moeller on the Arizona Supreme Court. As an Adjunct Professor of Law at the Sandra Day O'Connor College of Law at
---> Arizona State University Burke taught courses in Federal Legislative Process and recently served as the Executive Dir
--->ector of the Diane Halle Center for Family Justice. Burke has received numerous awards and commendations for his years
---> in public service, including the Minuteman Award from the Arizona National Guard.
Richard Heftel, (Director) 
Mr. Heftel, along with the Heftel family, were pioneers in the Hispanic media markets nationwide.  Richard Heftel firs
--->t started his career with Heftel Broadcasting in 1983 working in sales and management in Hawaii rising to the position
---> of President of the Los Angles Heftel operation from 1994 to 2000.  Mr. Heftel was the only General Manager to have t
--->he #1 and #2 radio stations in Los Angeles at the same time.  He then became the Vice President of Music Relations fro
--->m 2000 to 2004 and created a number of significant concert events that featured artists such as Gloria Estefan (the fi
--->rst official endorser of Quepasa during its initial founding and subsequent public offering in 1999), Enrique Iglesias
--->, Ricky Martin, and Marc Anthony.  Mr. Heftel actively manages various family investments including the Lincoln Centre
---> in Spokane, Washington.
The last Heftel Broadcasting accumulation of stations were located in NY, LA, Chicago, Dallas, Las Vegas and Miami.  T
--->hese were taken over by Clear Channel Communications in a 1996 tender offer.  This in turn was merged with Mac Ticheno
--->r's Tichenor Media System which was the new Heftel Broadcasting.  It then changed its name again to Hispanic Broadcast
--->ing Corporation, which is now known as Univision Radio.
Mr. Heftel graduated with a degree from Brigham Young University.
Anne Chopra, (Director)
Ms. Chopra is a director of Caracara Silver Inc., a junior mining exploration company listed on the TSXV, (since July 
--->2011). In addition Ms. Chopra, since August 2008, holds the office of President, CEO, CFO and is a director of Harvest
---> One Capital Inc., a capital pool company trading on the NEX Board of the TSXV, (since August 2008).  Ms. Chopra serve
--->d as VP, Corporate and Legal Affairs with Potash One Inc., a TSX listed resource issuer from November 2007 to its buyo
--->ut in a $430 Million cash transaction in March 2011. Ms. Chopra has practiced corporate, commercial and securities law
---> with private regional law firms in British Columbia (since February 1997).  Ms. Chopra is also the Equity Ombudsperso
--->n for the Law Society of British Columbia, a role she has held since May 1999 and the recipient of the 2006 CBA Equali
--->ty and Diversity Award for her work in this field. Ms. Chopra also holds a B. Comm. degree and LL.B. degree from the U
--->niversity of Alberta, and a Masters of Industrial Relations from Queen's University. 
About Mobile
Mobile is a private company incorporated in Nevada on March 2013. Mobile is a pre-revenue internet company. Mobile was
---> founded to enter the global online outsourcing industry via the Internet and mobile devices by providing global enter
--->prises, small- to medium-sized business and early-stage companies with a "Talent-as-a-Service" (TaaS) solution for par
--->t, if not all, of their staffing needs. Conversely, Mobile provides knowledge-based workers, freelancers and overall, 
--->the contingent workforce, roughly 1/3 of the existing global workforce, with an online community to network, and the a
--->bility to brand, find work and transact online. Mobile expects to commence generating revenues by the second quarter o
--->f 2016. For more information about Mobile, visit http://mobile.co.
About Harvest 
Harvest was incorporated August 28, 2008 under the Business Corporations Act (British Columbia). Harvest is a CPC as d
--->efined by the TSX Venture Exchange Policy 2.4. In February 2010, Harvest completed its initial public offering and its
---> common shares were listed for trading on the Exchange on February 5, 2010. Harvest did not complete a Qualifying Tran
--->saction within 24 months of its initial listing, and, as a result, the trading in Harvest's shares was moved to NEX bo
--->ard, effective May 18, 2012. In conjunction with the move, one million escrowed shares held by management were cancell
--->ed. Harvest's business has been restricted to the identification and evaluation of businesses or assets for the purpos
--->e of completing its Qualifying Transaction.
Further Information
All information in this news release, regarding Harvest and Mobile, was supplied by the parties respectively, for incl
--->usion herein. Each party and its directors and officers have relied on the other party for any information concerning 
--->the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance 
--->and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, 
--->the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the T
--->ransaction 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 pre
--->pared in connection with the transaction, any information released or received with respect to the Transaction may not
---> be accurate or complete and should not be relied upon.
Trading in the securities of a Harvest should be considered highly speculative. 
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approve
--->d nor disapproved the contents of this press release.
If and when a definitive agreement between Harvest and Mobile is executed, in accordance with the policies of the Exch
--->ange, Harvest will issue a subsequent press release containing the details of the definitive agreement and additional 
--->terms of the Transaction, including information relating to sponsorship, name change, terms and conditions of the priv
--->ate placement, and to the extent not contained in this press release, additional information required by the Exchange 
--->with respect to the history of Mobile and a summary of key financial information.
Contact
For further information, contact Anne Chopra, President and Chief Executive Officer of Harvest at:  604-812-2344.
Cautionary and Forward-Looking Statements
Certain information in this news release may contain forward-looking statements that involve substantial known and unk
--->nown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certai
--->n of which are beyond the control of Harvest, including but not limited to, the uncertainty of the Transaction proceed
--->ing, the impact of general economic conditions, industry conditions, dependence upon regulatory and shareholder approv
--->als, the execution of definitive documentation and the uncertainty of obtaining additional financing. Readers are caut
--->ioned that the assumptions used in preparing such information, although considered reasonable at the time of preparati
--->on, may prove imprecise and undue reliance should not be placed on forward-looking statements. Forward-looking stateme
--->nts in this press release are expressly qualified by this cautionary statement.
The forward-looking statements in this press release are made as of the date of this press release, and the Company un
--->dertakes no obligations to update publicly or to revise any of the included forward-looking statements, whether becaus
--->e of new information, future events or otherwise, except as expressly required by applicable securities law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Vent
--->ure Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in t
--->he United States, nor shall there be any sale of securities mentioned in this press release in any state in the United
---> States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the s
--->ecurities laws of any such state.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with t
--->his restriction may constitute a violation of U.S. Securities laws.





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