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Ross River to Acquire Innovate Phytotechnologies Inc.

www.cnbc.com
Date:
Wednesday, Aug 8, 2018

VANCOUVER, British Columbia, Aug. 08, 2018 (GLOBE NEWSWIRE) -- Ross River Minerals Inc. (TSX-V: RRM.H) (the “Company” or “Ross River”), a company listed on the NEX Board of the TSX Venture Exchange (the “TSXV”), is pleased to announce that it has signed an Amalgamation Agreement dated August 8, 2018 (the “Agreement”) pursuant to which the Company will acquire (the “Proposed Transaction”) all of the outstanding shares of Innovate Phytotechnologies Inc. (“Innovate”), a cutting-edge analytical research and development organization providing licensing and product development solutions in the cannabis, food, drug and health products sectors. Activities conducted by Innovate include: (1) conducting full spectrum regulatory consulting, product development, and analytical testing solutions; (2) conducting related pharma-like, good laboratory practices compliant research and development activities and intellectual property development; (3) applying to become a Licensed Producer of cannabis in Canada, (4) developing and marketing hemp-based natural health products, and (5) conducting pre-clinical and clinical studies in various industry sectors. It is intended that the combined company (the “Resulting Issuer”) will be a multifaceted company engaged in various areas of the cannabis, food, drug and health products industries.

to the shareholders of Innovate, 50,758,969 common shares and performance warrants entitling them to purchase up to 9,350,000 common shares at a price of $0.02 per common share on or before March 31, 2023, provided that the Resulting Issuer and its affiliates achieve certain sales revenue and market capitalization targets; an aggregate of approximately 14,285,714 common shares pursuant to the automatic conversion of convertible notes to be issued in connection with a private placement financing to raise gross proceeds of approximately $5,000,000 to be completed following entering into of the Agreement, being a conversion price of $0.35 of convertible note principal for each common share of the Company (the “Note Financing”); and an aggregate of approximately 6,666,666 common shares pursuant to a private placement financing for gross proceeds of $5,000,000 to be completed concurrently with closing of the Proposed Transaction (the “Concurrent Financing”); outstanding share purchase warrants of Innovate entitling the holders to purchase up to 10,758,969 common shares at a price of $0.30 per common share will be exercisable for common shares of the Resulting Issuer on a one for one basis; and an aggregate of 1,000,000 common shares as a finders’ fee to parties at arms-length to the Company. completion of the Note Financing and Concurrent Financing; each of Innovate and the Company having received all required shareholder approvals; the Proposed Transaction being effective on or prior to December 31, 2018; each of the parties obtaining all necessary consents, orders and regulatory approvals, including conditional listing approval of the CSE; dissent rights not having been exercised by greater than 5% of the shareholders of each of Innovate; no material change occurring to the business of each of the parties; the satisfaction of obligations under the Amalgamation Agreement relating to each of the parties; and the delivery by each of the parties of customary closing documents.