December 12, 2014 – Vancouver, B.C. – Sheslay Mining Inc. (the “Company” or “Sheslay”) is pleased to announce that it has entered into an Amalgamation Agreement dated December 9, 2014 (the “Agreement”), with Sheslay Acquisition Corp., a wholly‐owned subsidiary of the Company (“Subco”), Alliance Growers, a British Columbia corporation (“Alliance”), and BC Maramed Production Ltd., a British Columbia corporation and 45%‐owned subsidiary of Alliance (“BCMM”).
Terms of the Agreement
Upon the closing of the Agreement (the “Closing”), and at the effective time of the amalgamation, it is anticipated that Subco and Alliance will amalgamate to form a single subsidiary of the Company named “Alliance Holdings Corp.” and the Company will acquire all of the issued and outstanding securities of Alliance from the shareholders of Alliance in exchange for the issuance of one common share of Sheslay (each, a “Consideration Share”) for each one common share of Alliance (the “Transaction”). The Consideration Shares are anticipated to represent approximately 85.4% of the total issued and outstanding common shares of Sheslay as of the Closing, without taking into consideration the proposed Private Placement (as defined herein). The parties have agreed to undertake commercially reasonable efforts to close the Transaction on or prior to December 24, 2014 unless further extended by the parties in writing.
As of the date hereof, the Company has 3,579,995 common shares issued and outstanding and Alliance has 20,958,157 common shares issued and outstanding. The Company anticipates closing a private placement financing concurrent with Closing of the Transaction to raise gross proceeds of up to $225,000 at an issue price of $0.10 per common share of the Company (the “Private Placement”).
Conditions for Closing
The Agreement provides that the Closing is subject to several conditions including, among other things: (i) receipt of all regulatory approvals; (ii) requisite corporate approval of the various transactions contemplated by the Transaction from the directors and shareholders of the Company, Subco, Alliance and BCMM, as applicable; (iii) the conditional listing of the common shares of Sheslay on the Canadian Securities Exchange (the “CSE”); (iv) the Company changing its name to “Alliance Growers Corp.”; and (v) the Company having not less than $100,000 in working capital or such other mutually agreeable amount.
Business of Alliance
Alliance is a private British Columbia corporation incorporated in April 2014. Alliance currently holds 45% of the issued and outstanding shares of BCMM. BCMM owns a leasehold interest and equipment for an 11,000 square foot production facility in Kelowna, British Columbia and is in the process of applying to become a Licensed Producer of medical marijuana under Health Canada’s new Marihuana for Medical Purposes Regulations (“MMPR”). The remaining 55% interest in BCMM is due to be transferred to Alliance upon receipt by BCMM of an approved MMPR Production License from Health Canada pursuant to the terms of signed agreements with the remaining shareholders of BCMM. In connection with the transfer of the remaining 55% interest in BCMM to Alliance, the Company is required to issue 6,600,000 common shares of the Company to the holders of the remaining 55% interest in BCMM. The agreements with the remaining shareholders of BCMM terminate on December 31, 2015.
Insiders of the Resulting Issuer
Upon the Closing, and subject to CSE approval, the Company anticipates that the executive officers and
board of directors of the Company will consist of the following four individuals in addition to Conrad
Clemiss, who will remain as a director of the Company, although Mr. Clemiss will resign from the
positions of President and Chief Executive Officer on the Closing:
Charles Carleton – Director, President and Chief Executive Officer – Mr. Carleton has 20 years’ experience in technology and entrepreneurship. He has worked both for large corporations and small startups and has a technical and analytical background coupled with overall business acumen which has enabled him to work across all departments that comprise a business. Mr. Carleton has spent 15 years in the tech industry in California between Silicon Valley, San Francisco and San Diego as an employee for Microsoft, Allied Signal and Honeywell. During that 15‐year period, he had also started some of his own software companies, one of which was partnered with Skype in their very early existence and contributed in designing and building Skype’s original platform and application program interface. Mr. Carleton also worked for Shell Canada to assist in managing one of Shell Canada’s site integrations in Fort McMurray. He obtained his Bachelors of Science cum lade in Experimental Physics from York University in Toronto. Mr. Carleton expects to devote 100% of his time to the Company.
John Karroll – Director – Mr. Karroll has experience as Director of Operations, management, sales and marketing for numerous businesses, online companies, developing international, national marketing and ad campaigns, online viral campaigns, producing VIP galas plus investor relations, and new business development including launching companies and IPO’s on NASDAQ. He has thousands of hours of dedicated research in the medical marihuana industry, knowledge of Health Canada and the Office of Controlled Substances (“OCS”) licensing requirements, including knowledge of all medical marihuana Health Canada programs, OCS requirements, Marihuana Medical Access Regulations, MMPR, plus research and development ‐ research exemption documents, import/export dealers licenses, including knowledge and experience in completing MMPR Licensed Producer applications, and research and Development, Exemption 56 and clinical study applications. Mr. Karroll has consulted with and has established relationships with politicians, federal, provincial and municipal government bureaucrats, administrators and officials from regional districts and Agricultural Land Reserve. He has a relationship as liaison with Health Canada Ministry Offices, directors, MMPR Management and OCS. As a designated stakeholder from Health Canada in 2011, he was active in Q & A sessions for drafting of the new MMPR Licensed Producer regulations. In addition, Mr. Karroll has drafted numerous medical marijuana corporate business plans for clients, plus has established affiliations and partnerships with specialized medical marijuana service providers, labs, security, software and environmental companies, pharmacists, medical professionals, trades, financing, mortgage companies, insurance underwriters, as well as knowledge and experience with the development and operation of ecommerce websites. Mr. Karroll expects to devote 50% of his time to the Company.
Matthew Jackson – Director – Mr. Jackson obtained his license as a Mortgage Professional from UBC Sauder School of Business in 2011 and has since developed his experience to include residential, commercial and private financing. Upon obtaining his license as a Mortgage Professional he joined TMG – The Mortgage Group Canada. Utilizing his past sales experience with Telus and Bell, which ranged from door to door residential sales, corporate sales and inside management and mobile phone sales, Mr. Jackson has seen growth in each year of his business. Mr. Jackson was previously a Civil Engineering Technologist, having graduated from Okanagan College with a Diploma in Civil Engineering Technology in 2006. He brings his technical and sales experience into his business which enables him to come up with creative solutions for clients ranging from residential, commercial and private financing. Mr. Jackson has also been a partial owner of “The View” Newspaper in Lake Country BC, since September 2013. Mr. Jackson expects to devote 10% of his time to the Company.
Dennis Petke – Chief Financial Officer – Mr. Petke is a qualified Chartered Accountant in Canada, and is a member of the Institute of Chartered Accountants of British Columbia (1995). Currently serving as a director and/or chief financial officer for private and public companies, his responsibilities include strategic and overall financial management for these companies. Mr. Petke has accumulated experience in the area of corporate finance, including negotiating and implementing private and public company mergers, as well as facilitating private placement, preference share, convertible debenture, special warrant and debt financings. Mr. Petke expects to devote 20% of his time to the Company.
This news release contains forward‐looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the Closing of the Transaction, the Private Placement, the listing of the Company’s common shares on the CSE, the Company’s executive officers and board of directors, and the anticipated business plan of the Company subsequent to completion of the Transaction. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward‐looking information provided by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking information as a result ofvarious factors, including, but not limited to: the Company’s ability to complete the Transaction; recent market volatility; the Company’s ability to implement its business strategies; the Company’s ability to satisfy the CSE’s Qualifications for Listing; and other risks and factors that the Company is unaware of at this time. These and all subsequent written and oral forward‐looking statements are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward‐looking statements.