/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
CALGARY, Dec. 19, 2018 /CNW/ - Further to its press
release of October 15, 2018, Altitude
Resources Inc. ("Altitude" or the "Company") (TSXV:
ALI) announces that it has entered into an amending agreement (the
"Amending Agreement") amending the terms of the amalgamation
agreement dated October 10, 2018 (the
"Amalgamation Agreement") between Altitude, Vibe
Bioscience Corporation ("Vibe") and 2657152 Ontario
Inc. The Company also announces that it will hold a special
meeting of its shareholders on January 24,
2019 for, among other things, the purpose of obtaining
approval of the Amalgamation (as defined below).
The Amending Agreement extends the outside date for the
completion of certain matters contemplated in the Amalgamation
Agreement from December 31, 2018 to
February 28, 2019. The Amending
Agreement also amends the Exchange Ratio (as defined in the
Amalgamation Agreement) from 12.04607 to 6.8830.
Summary of the Amalgamation
Pursuant to the Amalgamation Agreement, Altitude and Vibe will
complete an arm's length business combination by way of
three-cornered amalgamation pursuant to the provisions of the
Business Corporations Act (Ontario) (the "Amalgamation").
Shareholders of Vibe (the "Vibe Shareholders"), other
than Vibe Shareholders who exercise their dissent rights, will
receive, subject to adjustment, 6.8830 common shares in the capital
of Altitude (the "Altitude Shares") for each Vibe
share held.
Upon completion of the Amalgamation (after taking into account
an equity raise by Vibe equal to the Maximum Concurrent Financing
(as defined below), the acquisition of the U.S. Targets (as defined
below) and assuming a consolidation on a twelve (12) for one (1)
basis (the "Consolidation"), former Vibe Shareholders will
hold, in the aggregate, approximately 89,104,044 shares in the
capital of the resulting issuer (the "Resulting Issuer
Shares") representing approximately 97.59% of the outstanding
Resulting Issuer Shares and existing holders of Altitude Shares
(the "Altitude Shareholders") will hold, in the aggregate,
approximately 2,197,992 Resulting Issuer Shares, representing
approximately 2.41% of the outstanding Resulting Issuer
Shares.
The completion of the Amalgamation is subject to the
satisfaction of various conditions, including but not limited to:
(i) the approval of the delisting of the Altitude Shares from the
TSX Venture Exchange (the "TSXV"); (ii) the approval of the
listing of the Altitude Shares on the Canadian Securities Exchange
(the "CSE"); (iii) the completion of the Altitude
Disposition (as defined below); (iv) the approval of the
Amalgamation by the Vibe Shareholders; (v) the approval of various
matters related to the Amalgamation by the Altitude Shareholders;
(vi) the completion of satisfactory due diligence by each of the
parties; and (vii) other conditions customary for a transaction of
this nature. In connection with the transactions contemplated
by the Amalgamation Agreement, the directors, officers and major
shareholders of Altitude and Vibe have entered into voting support
agreements whereby they will agree to vote their Altitude Shares
and Vibe Shares, as applicable, in favour of the Amalgamation and
matters ancillary thereto. There can be no assurance that the
Amalgamation will be completed on the terms proposed or at all.
Subject to the receipt of all applicable approvals, Altitude
expects to complete the delisting of the Altitude Shares from the
TSXV and the listing of the Altitude Shares on the CSE prior to the
completion of the closing of the Amalgamation. Subject to
satisfaction or waiver of the conditions precedent referred to
herein and in the Amalgamation Agreement, Altitude and Vibe
anticipate the Amalgamation will be completed in the first quarter
of 2019.
In connection with the completion of the Amalgamation, Altitude
anticipates changing its name to "Vibe Bioscience Corp." or such
other name as may be determined by the board of directors.
Proposed Concurrent Financing
In connection with the Amalgamation, Vibe will complete a
private placement (the "Vibe Concurrent Financing") of its
common shares (the "Vibe Shares") at a purchase price of
$0.45 per Vibe Share and/or debt on
the terms determined by Vibe through a non-brokered private
placement or otherwise for aggregate gross proceeds equal to a
minimum of $7.6 million (the "Vibe
Minimum Financing") and up to a maximum of $15 million (the "Vibe Maximum
Financing"), or such other amount as Vibe determines in its
sole discretion.
On August 10, 2018, Vibe closed
the first tranche, as amended, of the Vibe Concurrent Financing and
in connection therewith Vibe issued 2,555,553 Vibe Shares for gross
proceeds of $1,149,999. On
November 2, 2018, Vibe closed the
second tranche of the Vibe Concurrent Financing, and in connection
therewith issued 4,211,149 Vibe Shares for gross proceeds of
$1,895,017.
It is not a condition of either the Amalgamation or the
U.S. Acquisitions that Vibe complete the Vibe Concurrent Financing,
and Vibe retains absolute and sole discretion with respect to the
size and form of the Vibe Concurrent Financing. In addition to or
in lieu of a portion of the Vibe Concurrent Financing, subsequent
to the closing of the Amalgamation, Vibe may raise additional
capital through debt or equity so as to fund further
expansions.
The proceeds raised under the Vibe Concurrent Financing will be
used to fund the costs associated with completing the Amalgamation,
the U.S. Acquisitions and for the Resulting Issuer's general
working capital purposes.
U.S. Acquisitions
Vibe has entered into purchase agreements pursuant to which Vibe
has agreed to acquire certain controlling equity interests in five
entities domiciled in the United
States (the "U.S. Targets") for an aggregate purchase
price of approximately USD$20
million, comprised of US$3.8
million in cash and an estimated 28,342,959 Vibe Shares
(assuming the closing of the Vibe Maximum Financing and subject to
adjustment) having an agreed upon value of approximately
US$16.2 million (collectively, the
"U.S. Acquisitions"). The U.S. Targets collectively own,
operate and are developing cannabis dispensaries and
production facilities located in the state of California in the
United States. Upon completion of the U.S. Acquisitions,
Vibe will be a vertically integrated cannabis company operating in
the United States. The closing of
the U.S. Acquisitions remains subject to various conditions,
including the completion of due diligence by Vibe and various
licensing, regulatory and third-party approvals.
The Resulting Issuer
Assuming completion of the Vibe Minimum Financing and the
Consolidation, it is estimated that there will be approximately
79,892,198 Resulting Issuer Shares issued and outstanding
immediately following closing of the Amalgamation (83,497,057
Resulting Issuer Shares on a fully-diluted basis), with:
(i)
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former Altitude
Shareholders holding approximately 2.75% of such Resulting Issuer
Shares
(2.64% Resulting Issuer Shares on a fully-diluted
basis);
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(ii)
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former Vibe
Shareholders (not including subscribers under the Vibe Concurrent
Financing and
vendors of the U.S. Targets) holding approximately 67.25% of such
Resulting Issuer Shares
(64.35% Resulting Issuer Shares on a fully-diluted
basis);
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(iii)
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subscribers under the
minimum Concurrent Financing holding approximately 12.13% of
such
Resulting Issuer Shares (11.60% Resulting Issuer Shares on a
fully-diluted basis); and
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(iv)
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vendors of the U.S.
Targets holding approximately 17.87% of such Resulting Issuer
Shares
(17.11% Resulting Issuer Shares on a fully-diluted
basis)
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Assuming completion of the Maximum Vibe Financing, it is
estimated that there will be approximately 91,302,037 Resulting
Issuer Shares issued and outstanding immediately following closing
of the Amalgamation (94,906,895 Resulting Issuer Shares on a
fully-diluted basis), with:
(i)
|
former Altitude
Shareholders holding approximately 2.41% of such Resulting Issuer
Shares
(2.32% Resulting Issuer Shares on a fully-diluted
basis);
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(ii)
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former Vibe
Shareholders (not including subscribers under the Concurrent
Financing) holding
approximately 58.85% of such Resulting Issuer Shares (56.61%
Resulting Issuer Shares on a
fully-diluted basis);
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(iii)
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subscribers under the
maximum Concurrent Financing holding approximately 20.94% of
such
Resulting Issuer Shares (20.15% Resulting Issuer Shares on a
fully-diluted basis); and
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(iv)
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vendors of the U.S.
Targets holding approximately 17.81% of such Resulting Issuer
Shares
(17.13% Resulting Issuer Shares on a fully-diluted
basis)
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Upon completion of the Amalgamation, it is anticipated that all
of the existing directors and officers of Altitude will resign and
the management of the Resulting Issuer will include the persons
identified below:
Mark Waldron –Chief Executive
Officer and Director – Calgary,
AB
Mr. Waldron is the former CEO of Emergent Group Inc.
(NYSE-Amex) and Domino's Pizza of Canada. He is a veteran
private equity investor and public and private company board
member. He is a former Vice President of J.P. Morgan &
Co., Investment Banking and US Hedge Fund Equity Derivatives.
He is a dual citizen of Canada and the United States. Mr.
Waldron earned an undergraduate degree at the Ivey Business School,
Western University and an MBA from the
Kellogg School of Management, Northwestern
University.
Joe Starr – Chief Operating
Officer - Calgary,
AB
Mr. Starr has over 20 years of experience in the real
estate industry focused on the development, sales and management of
residential properties and supportive living facilities. Mr.
Starr has led over one billion
dollars of transactions and is an experienced owner and
operator of multi-family and commercial properties throughout
Western Canada. Mr. Starr
was previously a founder and director of TSXV-listed First Western
Financial Ventures Inc. (now Redcliffe Energy Holdings Inc.). Mr.
Starr is actively involved with charitable organizations and is a
Director of two non-profit housing corporations.
Jim Meloche – Director -
Toronto, ON
Mr. Meloche has over 25 years of experience in investment and
corporate banking at a Canadian and a Global Investment Bank.
Previously, he was Managing Director at an International Bank
responsible for leading an investment banking team in Canada.
He also participated on the Capital Commitments Committee and was a
member of the Board of Directors for the Canadian subsidiary.
Prior to that, Mr. Meloche spent 17 years at a Canadian bank in the
investment banking department, where he was responsible for
managing several businesses including Credit Capital Markets,
Derivatives Marketing and developing a Private Equity
business. He was also a member of the Senior Credit
Committee, Investment Banking Operating Committee and Equity/Debt
Capital Markets Committees. Mr. Meloche holds an
Honours BBA from Wilfrid Laurier
University and the Chartered Financial Analyst designation
in Canada.
Ryan Mercier – Chief Financial
Officer and Corporate Secretary – Calgary, AB
Mr. Mercier has over 10 years of experience as a Chartered
Accountant with experience in audit, financial reporting and
mergers & acquisitions for a combination of private and Toronto
Stock Exchange-listed public entities. His experience has mainly
been focused on the energy and manufacturing industries.
Mr. Mercier earned a Bachelor of Commerce Degree from the
University of Alberta.
Gregory Bass -
Director
Mr. Bass has over 30 years of experience as an educational
leader in the Province of Alberta,
holding several high level positions up to and including Deputy
Minister of Education for the Province of Alberta. Throughout his career, Mr. Bass has
been, and continues to be, a passionate and dedicated leader of
organizational change and optimal business design. Mr. Bass holds a
Doctor of Education (Leadership) degree from the University of Alberta.
Brian Arbique - Director
Brian Arbique is currently
Principal at Brian Arbique Consulting, a practice focused on
bringing strategic direction, structure, process and commercial
discipline to small businesses. Prior to this, Brian had an
extensive career with Heinz (Kraft Heinz) Canada, holding various
positions, including Vice-President roles where he lead sales,
marketing and foodservices teams. From 2013 to 2015, following the
acquisition of Heinz by Berkshire Hathaway and 3G Capital, Mr.
Arbique was Managing Director for Heinz
Canada leading all commercial and supply chain
operations. He has also held positions as Chair of the Food
and Consumer Products of Canada (FCPC) Foodservice Council and as a
member of the FCPC Industry Affairs Council, GS1 Foodservice Board
and the Nielsen Advisory Council. Mr. Arbique holds an Honours
Bachelor of Commerce degree from Carleton
University. He also completed post-graduate executive
studies at Western University,
Ivey School of Business and
York University, Schulich Business
School.
Altitude Disposition
Completion of the Amalgamation is conditional on Altitude
disposing of all its mining assets and liabilities as well as the
shares of its wholly-owned subsidiary, Altitude Resources Ltd.
("Subco"). On December 18,
2018, Altitude entered into a share purchase agreement (the
"Share Purchase Agreement") with Noir Resources Ltd.
("Noir"), a private Alberta
corporation, pursuant to which Noir agreed to acquire (the
"Subco Disposition") all of the shares of Altitude's
wholly-owned subsidiary, Subco. The assets and liabilities of
Altitude are held by Subco and therefore the sale of Subco to Noir
will satisfy the asset disposition condition set forth in the
Amalgamation Agreement.
The purchase price to be paid by Noir for the shares of Subco is
equal to a cash payment of $160,000,
payable on the closing date, plus a sum equal to the aggregate net
proceeds received by Noir from the subsequent sale of the assets
comprising the Palisades Project and the sale of shares in the
capital of Atrum Coal Limited (the "Atrum Shares"), each of
which will be indirectly acquired by Noir by virtue of acquiring
Subco. In accordance with the terms of the Share Purchase
Agreement, Noir has agreed to use commercially reasonable efforts
to dispose of the assets forming the Palisades Project and Atrum
Shares.
It is not a condition to the completion of the Subco Disposition
that the Amalgamation be completed. In the event that
the Amalgamation is not completed, the Company anticipates
proceeding with the Subco Disposition in accordance with the terms
of the Share Purchase Agreement.
Substantially all of the assets of Altitude are held through
Subco; as a result, the completion of the Subco Disposition will
result in the sale of all or substantially all of the assets of
Altitude and require the approval of not less than two-thirds of
the votes cast by Altitude Shareholders present in person or
represented by proxy and entitled to vote at Altitude's shareholder
meeting called for, among other things, considering such
matters.
Shareholder Approval
The Amalgamation and certain matters ancillary thereto must be
approved by Vibe Shareholders and Altitude Shareholders, as
applicable. Meetings of the Altitude Shareholders and the
Vibe Shareholders, respectively, have been called for January 24, 2019. A joint management
information circular (the "Circular") disclosing important
information concerning, among other things, the Amalgamation, the
US Acquisitions, the Subco Disposition and the Vibe Concurrent
Financing will be provided to Altitude Shareholders and Vibe
Shareholders in due course.
Related Party Transactions
Eugene Wusaty and Doug Porter, each a director and officer of
Altitude, beneficially own, or control or direct all of the shares
of Noir. In addition, Mr. Wusaty beneficially owns, or
controls or directs, directly or indirectly, 1,111,109 Vibe Shares
and 190,000 options to acquire Vibe Shares (the "Vibe
Options") and Mr. Porter beneficially owns, or controls or
directs, directly or indirectly, 166,666 Vibe Shares and 10,000
Vibe Options. As a result, the Amalgamation and the Subco
Disposition are "related party transactions" as contemplated by
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI
61-101"). The Company anticipates relying on Section
5.5(b) of MI 61-101 for an exemption from the formal valuation
requirement for the Amalgamation and the Subco Disposition. The
Company anticipates seeking minority shareholder approval for the
Amalgamation and the Subco Disposition in accordance with Section
5.6 of MI 61-101. To the knowledge of Altitude, 7,585,300
Altitude Shares beneficially owned by Eugene Wusaty and 568,000 Altitude Shares
beneficially owned by Doug Porter
are required to be excluded from voting on the resolutions
approving the Amalgamation and the Subco Disposition.
Altitude has established a special committee comprised of
independent directors George W.
Roberts and Pierre Gagnon
(the "Special Committee") for the purposes of reviewing the
merits of the Amalgamation and the Subco Disposition, and matters
ancillary thereto. The Special Committee unanimously approved
the Amalgamation and the Subco Disposition and has recommended that
Altitude Shareholders vote in favour thereof at Altitude's
shareholder meeting called for, among other things, considering
such matters.
The Special Committee independently evaluated the consideration
to be received by Altitude Shareholders under the Subco Disposition
and considered the impact of the Amalgamation on all stakeholders
of Altitude. Among the factors considered by the Special Committee
was a draft report dated December 14,
2018 prepared by Kaybri Resource Management Ltd. and titled
"Property Valuation Estimate of the Altitude North
Property" (the "Kaybri Report") and the range of
valuations for Altitude's Altitude North Property provided therein.
In addition, the Special Committee presented the asset package to a
number of investment banks, which further made inquiries to a
number of independent foreign and domestic potential buyers.
Non‐disclosure agreements were executed and due diligence was
conducted by a number of the parties, following which no bid was
presented to the Company.
The Kaybri Report was prepared for the Special Committee by the
author with a view to assisting the Special Committee in evaluating
the consideration to be received by Altitude in connection with the
Subco Disposition. The author employed a "Cost
Approach", and specifically the "Appraised Value Method" to value
the Altitude North Project and prepared its report based on the
available historical Alberta Government information and an
exploration report conducted on the property. The
"Appraised Value Method" is based on the premise that the value of
an exploration property lies in its potential for the existence and
discovery of an economic mineral deposit and that the amount of
exploration expenditure justified on a property is related to its
value. The author considered the costs incurred to acquire
the coal lease applications comprising the Altitude North Project
($77,000), the exploration expenses
incurred on the property ($22,000)
and added future costs for the next stage of exploration
($120,000) in determining that the
appraised value or cost base for the Altitude North Project is
$226,000. The author then
considered various market factors in recommending that a fair
market value for the Altitude North Project would be between 50%
and 75% of the appraised value or cost base, or between
$113,000 and $170,000. The Share Purchase
Agreement attributes a notional purchase price of $160,000 for the Altitude North Project.
A copy of the Kaybri Report is available for inspection at
Altitude's head office located at #1100, 736 – 8th
Avenue SW, Calgary, AB T2P
1H4. A copy of the Kaybri Report will be sent to any Altitude
Shareholder upon request without charge and will also be available
on the Company's SEDAR profile at www.sedar.com.
Trading Halt
At the Company's request, trading in the Altitude Shares was
halted on June 5, 2018. Trading is
expected to remain halted until, at the earliest, the completion or
termination of the Amalgamation.
About Altitude
Altitude Resources is a Canadian coking coal exploration and
development company focused on developing its portfolio of coking
coal properties in the province of Alberta, Canada. Altitude's properties
are all located within close proximity to rail with spare capacity
and the ability to provide transport of coal to deep-water ports on
the west coast of Canada to service the growing demand from world
markets.
About Vibe
All information in this news release relating to Vibe is the
sole responsibility of Vibe. Management of Altitude has not
independently reviewed this disclosure nor has Altitude's
management hired any third party consultants or contractors to
verify such information.
Vibe was incorporated on June 11,
2018, under the Business Corporations Act
(Ontario) for the purpose, among
other things, of acquiring the U.S. Targets and completing the
Amalgamation. Vibe does not currently have an operating
business and is focused on completing the U.S. Acquisitions. The
head office of Vibe is located at #214, 2505 – 17 Avenue,
Calgary, Alberta T3E
7Y3.
Upon completion of the acquisition of the U.S. Targets, Vibe
will be a vertically integrated cannabis company operating and
developing operations in the United
States. The closing of the U.S. Acquisitions remains
subject to various conditions, including the completion of due
diligence by Vibe and various licensing, regulatory and
third-party approvals.
The following table summarizes certain
audited financial information of Vibe for the period from
incorporation on June 11, 2018 to
October 31, 2018.
Selected Financial Information
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June 11, 2018 to
October 31, 2018
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Current
Assets
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$4,710,024
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Total Assets
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$8,284,854
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Current
Liabilities
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$2,281,051
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Total
Liabilities
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$2,281,051
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Total expenses
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$3,208,272
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Net
Income/loss
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$(3,208,272)
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Cautionary Note
As noted above, completion of the Amalgamation is subject to
a number of conditions including, without limitation, (i) the
approval of the delisting of the Altitude Shares from the TSXV;
(ii) the approval of the listing of the Altitude Shares on the CSE;
(iii) the completion of the Subco Disposition; (iv) the approval of
the Amalgamation by the Vibe Shareholders; and (v) the approval of
various matters related to the Amalgamation by the Altitude
Shareholders; and (vi) other conditions customary for a transaction
of this nature. Where applicable, the Amalgamation cannot close
until the required approvals have been obtained. There can be
no assurance that Amalgamation will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
continuous disclosure document containing full, true and plain
disclosure regarding the Amalgamation, required to be filed
with the securities regulatory authorities having jurisdiction over
the affairs of the Company, any information released
or received with respect to the Amalgamation may not be accurate or
complete and should not be relied upon. The trading in the
securities of Altitude, if reinstated prior to completion of the
Amalgamation, should be considered highly speculative.
Cautionary Note Regarding
Forward-Looking Statements:
This news release contains statements that constitute
"forward-looking statements." Such forward looking statements
involve known and unknown risks, uncertainties and other factors
that may cause Altitude's actual results, performance or
achievements, or developments to differ materially from the
anticipated results, performance or achievements expressed or
implied by such forward-looking statements. Forward looking
statements are statements that are not historical facts and are
generally, but not always, identified by the words "expects,"
"plans," "anticipates," "believes," "intends," "estimates,"
"projects," "potential" and similar expressions, or that events or
conditions "will," "would," "may," "could" or "should" occur.
Forward-looking statements in this document include, among
others, statements relating to Altitude's expectations regarding
the completion of the Amalgamation (including the required
approvals therefor), the Vibe Concurrent Financing, the U.S.
Acquisitions, the Subco Disposition (including the required
approvals therefor), the business plans of the Resulting Issuer,
Altitude's proposed name change, the proposed directors and
officers of the Resulting Issuer and other statements that are
not historical facts. By their nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, or
other future events, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors and risks include, among
others:
- that there is no assurance that the parties will obtain the
requisite director, shareholder and regulatory approvals for the
Amalgamation, the Subco Disposition and all matters ancillary
thereto;
- there is no assurance that the Vibe Concurrent Financing will
be completed or as to the actual offering price or gross proceeds
to be raised in connection with the Concurrent Financing;
- there is no assurance that the U.S. Acquisitions will be
completed or as to the terms and conditions of such acquisition or
purchase price to be paid for the U.S. Targets;
- there is no assurance that the Subco Disposition will be
completed as contemplated in the Share Purchase Agreement, or as to
the consideration to be received by the Company in respect
thereof;
- there is no assurance that Noir will be able to dispose of the
assets comprising the Palisades Project or the Atrum Shares on
terms satisfactory to the Company, or at all;
- following completion of the Amalgamation, the Resulting Issuer
may require additional financing from time to time in order to
continue its operations. Financing may not be available when needed
or on terms and conditions acceptable to Altitude;
- compliance with extensive government regulation;
- domestic and foreign laws and regulations could adversely
affect the Resulting Issuer's business and results of
operations;
- the stock markets have experienced volatility that often has
been unrelated to the performance of companies. These fluctuations
may adversely affect the price of the Resulting Issuer's
securities, regardless of its operating performance;
- adverse changes in the public perception of cannabis;
- decreases in the prevailing prices for cannabis and cannabis
products in the markets that the Resulting Issuer will operate in;
and
- there is no assurance that the Amalgamation will close on the
terms anticipated or at all.
When relying on the Altitude's forward-looking statements and
information to make decisions, investors and others should
carefully consider the foregoing factors and risks and other
uncertainties and potential events. Altitude has assumed that the
material factors referred to in the previous paragraphs will not
cause such forward-looking statements and information to differ
materially from actual results or events. However, the list of
these factors is not exhaustive and is subject to change and there
can be no assurance that such assumptions will reflect the actual
outcome of such items or factors. Altitude undertakes no obligation
to update these forward-looking statements in the event that
management's beliefs, estimates or opinions, or other factors,
should change.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS
RELEASE REPRESENTS THE EXPECTATIONS OF ALTITUDE AS OF THE DATE OF
THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH
DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING
INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY
OTHER DATE. WHILE ALTITUDE MAY ELECT TO, IT DOES NOT UNDERTAKE TO
UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED
IN ACCORDANCE WITH APPLICABLE LAWS.
This news release does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities in the United States. The Company's securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act") or any state securities laws and may not be offered or
sold within the United States or
to U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Completion of the Amalgamation is subject to a number of
conditions, including but not limited to, director,
shareholder and regulatory acceptance. There can be no
assurance that the Amalgamation will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
Circular to be prepared in connection with the
Amalgamation, any information released or received with
respect to the Amalgamation may not be accurate or
complete and should not be relied upon. Trading in the
securities of Altitude should be considered highly
speculative.
Neither the TSX Venture Exchange Inc. nor the Canadian
Securities Exchange has in any way passed upon the merits of
the Amalgamation and neither has approved nor
disapproved the contents of this news release.
Neither the 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 news release.
SOURCE Altitude Resources Inc.