ROUYN-NORANDA, QC, Aug. 6,
2019 /CNW Telbec/ - Fieldex Exploration Inc. ("Fieldex") (TSXV:
FLX) (Frankfurt: F7E1) is pleased to announce that at an annual and
special meeting of shareholders held yesterday
(the "Meeting"), Fieldex's shareholders elected
Martin Dallaire, Donald Lacasse
and Jean-Pierre Landry, as directors
of Fieldex. Following the Meeting, Fieldex's Board of
Directors re-appointed Martin Dallaire as President and Chief
Executive Officer and Donald Lacasse as Chief Financial
Officer and Secretary of Fieldex.
At the Meeting, Fieldex's shareholders also approved resolutions
(i) appointing Raymond Chabot Grant Thornton LLP, Chartered
Professional Accountants, as the auditor of Fieldex, (ii) ratifying
and confirming the stock option plan of Fieldex;
(iii) approving a change of corporate name from Fieldex
Exploration Inc. to "Copeland Biosciences Corp" or such other name
as may be selected by the Board of Directors of Fieldex in its
discretion (the "Change of Name"); (iv) authorizing an
amendment to the Articles of Fieldex so as to change the province
in Canada where the registered
office of Fieldex is located from Québec to Ontario (the "Change of Registered Office");
(v) approving the voluntary delisting of the common shares of
Fieldex from the TSX Venture Exchange (the "TSXV") and the listing
of the common shares of Fieldex on the Canadian Securities Exchange
(the "CSE") (the "Delisting"); and (vi) authorizing an
amendment to the Articles of Fieldex so as to, if deemed advisable
by the Board of Directors of Fieldex, consolidate, no later than
twelve months from the date of the Meeting, the issued and
outstanding common shares of Fieldex on the basis of one common
share for a maximum of every ten (10) common shares issued and
outstanding (the "Share Consolidation"), the whole as outlined in
Fieldex's management information circular dated
July 4, 2019.
The resolution approving the Delisting, was also approved by a
majority of the minority shareholders of Fieldex. The Board
of Directors of Fieldex will decide when the Change of Name, the
Change of Registered Office, the Delisting and the Share
Consolidation will take place when appropriate. When the Board of
Directors decides to move forward with the proposed transaction
with Copeland Biosciences Corp. (see Fieldex's press release dated
May 27, 2019) (the "Proposed
Transaction") Fieldex will obtain the prior approval of the TSXV as
well as the approval of all applicable regulatory authorities and
will issue a press release announcing the date on which the
Proposed Transaction, will become effective, including the Change
of Name, the Change of Registered Office, the Delisting and the
Share Consolidation.
Completion of the Proposed Transaction is subject to a number of
conditions including, but not limited to: (i) closing
conditions customary to transactions of the nature of the Proposed
Transaction; (ii) receipt of regulatory approvals; (iii) listing on
the CSE; (iv) the completion of a minimum private placement of
6,666,666 subscription receipts at a price of $0.30 per subscription receipt by Copeland
Biosciences Corp. (the "Private Placement"); and (vi) other actions
necessary to complete the Proposed Transaction. There can be
no assurance that the Proposed Transaction, the Private Placement,
the Change of Name, the Change of Registered Office, the Share
Consolidation or the Delisting will be completed as proposed or at
all.
About Fieldex
Fieldex is a mineral resource company actively exploring in
Québec. As of the date hereof, Fieldex has 15,668,023 common
shares issued and outstanding.
Notice on Forward-looking Statements
This news release contains statements that may constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information may
include, among others, statements regarding the future plans,
costs, objectives or performance of Fieldex, Resulting Issuer and
their respective businesses, or the assumptions underlying any of
the foregoing. In this news release, words such as "may", "would",
"could", "will", "likely", "believe", "expect", "anticipate",
"intend", "plan", "estimate" and similar words and the negative
form thereof are used to identify forward-looking statements.
Forward-looking statements should not be read as guarantees of
future performance or results, and will not necessarily be accurate
indications of whether, or the times at or by which, such future
performance will be achieved. The forward-looking events and
circumstances discussed in this release, including completion of
the Proposed Transaction, Change of Name, Change of Registered
Office, Share Consolidation, Private Placement, delisting from the
TSXV or listing on the CSE, may not occur and could differ
materially as a result of known and unknown risk factors and
uncertainties affecting the companies, including risks regarding
investments in an early stage cannabis pharma, the Resulting
Issuer's management's ability to manage and to operate its
business, and the equity markets generally. Forward-looking
information is based on information available at the time and/or
management's good-faith belief with respect to future events and
are subject to known or unknown risks, uncertainties, assumptions
and other unpredictable factors, many of which are beyond the
control of Fieldex and Copeland Biosciences. These risks,
uncertainties and assumptions include, but are not limited to,
those described under "Financial Risk Management Objectives and
Policies" and "Risks and Uncertainties" in Fieldex's Annual Report
for the fiscal year ended December 31,
2018, a copy of which is available on SEDAR at
www.sedar.com, and could cause actual events or results to differ
materially from those projected in any forward-looking statements.
Fieldex, Copeland Biosciences and the Resulting Issuer do not
intend, nor do they undertake any obligation, to update or revise
any forward-looking information contained in this news release to
reflect subsequent information, events or circumstances or
otherwise, except if required by applicable laws.
Completion of the transaction described in this news release
is subject to a number of conditions, including TSX Venture
Exchange acceptance and disinterested shareholder approval.
The transaction cannot close until the required shareholder
approval is 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
management information circular or filing statement to be prepared
in connection with the transaction, any information released or
received with respect to the Proposed Transaction, Share
Consolidation, Change of Name, Change of Registered Office or
Private Placement may not be accurate or complete and should not be
relied upon. Trading in the securities of Fieldex should be
considered highly speculative.
Neither the TSX Venture Exchange nor the CSE has in no way
passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release.
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.
www.fieldexexploration.com
SOURCE FIELDEX EXPLORATION INC.