TORONTO, Jan. 15, 2018 — Telferscot Resources Inc. (CSE:TFS) (“Telferscot”) and Canntab Therapeutics Limited (“Canntab”) (and together the “Parties”) are pleased to announce execution of an Amalgamation Agreement (the “Agreement”) between the Parties pursuant to the Agreement. Canntab will amalgamate with a wholly-owned subsidiary of Telferscot and the Canntab shareholders will receive common shares of Telferscot in consideration for their shares of Canntab (the “Amalgamation”). Canntab has completed its $5-million financing, which was one of the conditions precedent to closing pursuant to the Agreement. The Parties have also satisfied the due diligence set forth in the Agreement and will be filing a listing statement with the Canadian Securities Exchange (“CSE”) for their review, comment and approval. This Listing Statement will provide detailed disclosure of the new business and related risk factors. The transaction proposed will constitute a Fundamental Change pursuant to CSE policies.
Canntab currently has 4,713,000 common shares outstanding. With the completion of its private placement Canntab has issued 1,251,914 Subscription Receipts for total gross proceeds of $5,007,656. Immediately prior to the completion of the Amalgamation, each Subscription Receipt will convert in to one Canntab share, resulting in there being 5,964,914 common shares of Canntab. Pursuant to the Amalgamation, shareholders of Canntab will receive 4 post-consolidation shares of Telferscot for each share of Canntab. Telferscot Shareholders are being asked to approve a consolidation of Telferscot Common Shares on a basis of 1 post-consolidation share for every 200 current, pre-consolidation shares (the “Consolidation”). Following the Consolidation, Telferscot will have approximately 574,284 shares and 50,750 options outstanding. Pursuant to the Amalgamation, Telferscot will issue 23,859,656 shares, 1,520,800 warrants and 1,880,000 options to the security holders of Canntab.“We are pleased with the progress of the transaction. Closing the recent Canntab financing ensures that the future of Canntab and its business plan will be well funded upon completion of the current transaction,” said Stephen Coates, President and CEO of Telferscot. “Completing the reverse takeover of Telferscot is a major stepping stone for Canntab. Obtaining a public listing will provide liquidity to our shareholders and a platform for us to continue building our base of extended release tablets and other formulations which are ready to go to market globally,” said Richard Goldstein, Co-Founder and CFO of Canntab.It is expected that Telferscot will obtain shareholder approval of the transaction along with the proposed consolidation of shares and company name change at a meeting of shareholders to be held as soon as practicable. Additionally, and upon the successful completion of the transaction, Telferscot will be spinning out the current legal action, which it is pursuing against Auxico Resources Inc., as well as several business transactions that Telferscot was pursuing at the time of reaching agreement with Canntab. Further information on the spinout assets and related actions will be provided to shareholders in due course.About Canntab Therapeutics Limited
Canntab Therapeutics Limited is a Canadian cannabis oral dosage formulation company based in Markham Ontario, engaged in the research and development of advanced pharmaceutical grade formulations of cannabinoids. Canntab has developed in-house technology to deliver standardized medical cannabis extract from selective strains in a variety of extended/sustained release pharmaceutical dosages for therapeutic use. Simply put, Canntab's mission is to put the “Medical” into medicinal cannabis!About Telferscot Resources Inc.
Telferscot Resources Inc. is a Canadian company listed on the CSE under ticker symbol TFS. For further information and access to the Company’s public disclosure record please consult SEDAR at www.sedar.com or the Canadian Securities Exchange at www.cnsx.ca.This news release may contain forward-looking statements that are based on the Company’s expectations, estimates and projections regarding its business and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances, unless otherwise required to do so by law.FOR ADDITIONAL INFORMATION, PLEASE CONTACT:Canntab Therapeutics Limited
Richard Goldstein, CFO
Office: 416 957-6303
[email protected] Telferscot Resources Inc.
Catherine Beckett, Manager Corporate Affairs
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