03:43:38 EST Thu 12 Dec 2019
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Primary Energy Metals Inc (2)
Symbol PRIM
Shares Issued 80,732,902
Close 2019-07-08 C$ 0.40
Recent Sedar Documents

Primary Energy closes acquisition, changes name to Mota

2019-12-02 19:20 ET - News Release

Also News Release (C-MOTA) Mota Ventures Corp

Mr. Joel Shacker reports

MOTA VENTURES COMPLETES ACQUISITION OF COLOMBIAN LICENSED PRODUCER AND BEGINS TRADING ON DECEMBER 4, 2019

Mota Ventures Corp., formerly Primary Energy Metals Inc., has completed the acquisition of NNZ Consulting Corp. NNZ is a privately held company that, through its subsidiary, Ihuana SAS, is licensed to cultivate non-psychoactive cannabis in Colombia for seed production, manufacturing of derivative products such as cannabidiol (CBD) and for industrial purposes.

"The acquisition of NNZ and our public listing on the Canadian Securities Exchange is a great accomplishment for the team. We can now continue to execute on our business plan to become a leading producer of premium-quality medicinal cannabis products," stated Joel Shacker, chief executive officer. "We have brought together some of the finest Canadian leadership in the cannabis industry, strategic global relationships and a very strong operational team in Columbia that will allow us to become a leader in the international cannabis market."

Following completion of the transaction, the company intends to focus its efforts on developing the business of NNZ and has changed its name to Mota Ventures to reflect its activities in the South American cannabis sector. The transaction was completed pursuant to the terms of a definitive share purchase agreement, dated Nov. 4, 2019, entered into with NNZ and each of its shareholders. In consideration for the acquisition of NNZ, the company has issued 39,997,500 common shares to the existing shareholders of NNZ.

In connection with completion of the transaction, the company has completed the conversion of the subscription receipts previously issued by the company in the private placement and the gross proceeds of the financing have been released to the company. In connection with the conversion of the receipts, the company issued 12,196,249 units. Each conversion unit consists of one common share of the company and one common share purchase warrant entitling the holder to acquire an additional common share of the company at a price of 50 cents until Nov. 28, 2021. The company has also paid finders' fees of $96,835 and issued 322,786 conversion warrants to certain parties that assisted the company in introducing subscribers to the financing.

The company has also issued four million common shares to certain arm's-length third parties that assisted in introducing the transaction to the company, 800,000 common shares to a contractor, as consideration for certain corporate finance advisory services provided to the company, and 416,667 conversion units to a contractor, as consideration for certain marketing services provided to the company.

Following completion of the transaction, the company has 80,732,902 common shares outstanding. In accordance with the policies of the Canadian Securities Exchange and pursuant to the terms of the purchase agreement, a total of 17,611,149 common shares are subject to an escrow arrangement, from which they will be released in tranches over a 36-month period. The conversion units, finder's fee shares, advisory fee shares and marketing fee units are subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws.

There have been no changes to the board of directors or management of the company in connection with completion of the transaction. Trading in the company's common shares is currently halted, pending completion of customary filings with the exchange. It is anticipated that trading will resume at the open of markets on Dec. 4, 2019, under the new name, Mota Ventures, and the ticker symbol MOTA. For further information concerning the transaction, including financial information for NNZ and Ihuana, readers are encouraged to review the listing statement prepared by the company in connection with the transaction. A copy of the listing statement and a copy of the purchase agreement are available for review under the company's profile on SEDAR.

The company also announces that it has granted 4.67 million incentive stock options to certain directors, officers, consultants and employees. The options have been granted in accordance with the company's incentive stock option plan and are exercisable at a price of 30 cents per option for a period of 60 months.

About Mota Ventures Corp.

Mota Ventures is seeking to become a large-scale vertically integrated low-cost producer and exporter of the highest-quality CBD products worldwide. The 2.5-hectare site located in Colombia has optimal year-round growing conditions and access to all necessary infrastructure. The site is located approximately two hours outside of Bogota 20 minutes away from the free trade zone and 30 minutes away from the international airport. Phase 1 will consist of a state-of-the-art 60,000-square-foot greenhouse with the capacity to produce more than 14 million grams per year along with the buildout of the company's extraction facilities.

We seek Safe Harbor.

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