Rojo Resources Ltd. (“Rojo” or the “Company”) (TSXV: RJ:H) is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the “Exchange”) for its proposed reverse take-over transaction (the “Transaction”) pursuant to the definitive arrangement agreement dated October 2, 2019, as amended by the amended and restated arrangement agreement dated March 9, 2020 (the “Arrangement Agreement”), entered into with Salvation Botanicals Ltd. (“Salvation”). The Transaction will result in Rojo’s reactivation and graduation from the NEX board of the Exchange to a Tier 2 industrial issuer.
Pursuant to the Arrangement Agreement, Rojo will change its name to “Numinus Wellness Inc.”, or such other name as may be agreed to by Rojo and Salvation, and consolidate its issued and outstanding common shares on the basis of 2:1. Upon completion of the Transaction, Salvation will become a subsidiary of Rojo and continue its business as a public company listed on the Exchange.
Completion of the Transaction is subject to a number of standard closing conditions and final Exchange approval. A copy of the Company’s Filing Statement, which contains detailed information in respect of Rojo, Salvation, and the proposed business of the combined company on completion of the Transaction, has been filed and is available under the Company’s profile at www.sedar.com.
The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement prepared 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 Rojo should be considered highly speculative. The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
ON BEHALF OF THE BOARD OF ROJO RESOURCES LTD.
President and Chief Executive Officer
For further information contact:
Chief Financial Officer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Rojo’s expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by Rojo with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.