YUKOTERRE RESOURCES INC. (“
Yukoterre”) (CSE:YT),
is pleased to announce that it has entered into a binding letter of
intent (the “
LOI”) with FlyOverture Equity Inc.,
operating as Silo Wellness (“
SILO”), dated June
16, 2020 which sets forth, in general terms, the basic terms and
conditions upon which Yukoterre and SILO will combine their
business operations resulting in a reverse takeover (the
“
Proposed Transaction”) of Yukoterre by SILO and
its shareholders with a new ticker symbol intended as “SILO”,
insofar as it is available. The LOI was negotiated at arm’s length
and the Proposed Transaction will be an arms-length transaction.
Overview of SILO
SILO was founded in Oregon and has been in the
psychedelics and functional mushroom space since 2018 and
ultimately formulated and announced a patent-pending psilocybin
nasal spray in Jamaica in 2019. This metered-dosing delivery
modality was created for consumer microdosing to address some of
the primary issues that may prevent many from trying natural
psychedelics for the first time, including dose reliability, taste,
stomach upset, and stigma. Its primary benefit is an uptake
speed that is faster than nature intended for convenience and to
help prevent dosage stacking, a problem that is most well-known
from cannabis edibles “overdosing.”
In addition to its IP portfolio, SILO is
focusing on consumer product and wellness center/retreat brand
development for psychedelic and functional mushrooms. Its
go-to-market revenue strategy includes scaling its United States
Silo Reboot brand of functional mushrooms (via www.SiloReboot.com)
and its magic mushroom cultivation and psychedelic retreat
operations in Jamaica (via www.SiloRetreats.com). Following the
Proposed Transaction, SILO anticipates that it will continue to
grow its operations organically and by strategically integrating
complementary businesses to its operations.
The Proposed Transaction
In connection with the Proposed Transaction,
SILO shall complete a concurrent private placement offering of SILO
common shares (the “SILO Shares”) for gross
proceeds of approximately $2,500,000 (the "Private
Placement"). Further details on the Private Placement,
including the type and number of securities offered for issuance
and the agent or agents engaged to broker the Private Placement, if
any, will be provided and confirmed in due course once
available.
It is anticipated that Yukoterre will hold an
annual general and special meeting of its shareholders in
connection with the Proposed Transaction, to, among other items of
business (a) effect a share consolidation of common shares of
Yukoterre (the “Yukoterre Shares”) on a
two-for-one basis, (b) rename Yukoterre to “Silo Wellness Inc.” and
(c) elect a board of directors with two director nominees
designated by SILO, two director nominees designated by Yukoterre
and one director mutually nominated by Yukoterre and SILO, in a
manner that complies with the requirements of the CSE and
applicable securities and corporate laws.
Pursuant to the LOI, upon completion of the
Proposed Transaction:
- All issued and outstanding SILO Shares will be exchange for
Yukoterre Shares, whereby each holder of SILO Shares will receive
one Yukoterre Share for each SILO Share held.
- All outstanding options, warrants and future obligations to
issue SILO Shares will be exchanged with options, warrants and
future obligations to issue common shares in the resulting
issuer.
- Yukoterre will change its name to “Silo Wellness Inc.,” or such
other name as may be acceptable to SILO, the CSE, and regulatory
authorities.
- The board of directors of the resulting issuer will be
reconstituted to be comprised of five directors, two of which will
be nominees of Yukoterre, two of which will be nominees of SILO and
one of which will be a mutual nominee of Yukoterre and SILO.
Management of the resulting issuer will be fully comprised of SILO
representatives.
Yukoterre and SILO anticipate that the Proposed Transaction will
close on or before August 14, 2020 or such other date as mutually
agreed by both parties. When a definitive agreement between
Yukoterre and SILO is executed, Yukoterre will issue a subsequent
press release containing the details of the definitive agreement
and additional terms of the Proposed Transaction. Completion of the
Proposed Transaction is subject to a number of conditions,
including but not limited to, receiving all required shareholder,
regulatory, and other approvals. There can be no assurance that the
Proposed Transaction will be completed as proposed or at all. The
LOI shall terminate if the Proposed Transaction is not completed on
or before October 30, 2020. No finder’s fees are payable in
connection with the Proposed Transaction.
The CSE has in no way passed upon the merits of the Proposed
Transaction and has neither approved or disapproved the contents of
this press release. All information contained in this news release
with respect to SILO was supplied by SILO for inclusion herein and
Yukoterre has relied on the accuracy of such information without
independent verification. Financial statements for SILO will be
made available once the listing statement for the Proposed
Transaction is filed with the CSE.
About Yukoterre
Yukoterre is engaged in the business of mineral exploration and
the acquisition of mineral property assets in the Yukon Territory.
Its objective is to locate and develop mineral properties of merit
and to conduct its exploration program on the Division Mountain
Property.
About SILO
SILO is an industry leader in the
mushroom/psychedelics space. With current operations ongoing in
Jamaica for psilocybin cultivation and retreats, SILO seeks to
become the predominant leader in the mushroom industry globally.
SILO plans to quickly expand operations and sales to the states and
provinces that legalize mushrooms. SILO has a sophisticated
technical team that has created a patent-pending nasal spray to
allow microdosing of mushrooms. SILO is currently undergoing final
steps for a go-public event that will allow investors to access the
mushroom space as one of the few companies that have revenue.
Further Information
For further information, please contact:
Yukoterre Resources Inc.Kenny ChoiChief
Executive OfficerTel: (416) 861-2262E-mail:
Kenny.choi@fmresources.ca
Silo Wellness Mo Yang Chief Operations Officer Tel: 541-525-9190
Web: www.SiloWellness.com E-mail: mo.yang@silowellness.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION:
This news release contains “forward-looking
information” and “forward-looking statements” (collectively,
“forward-looking statements”) within the meaning
of the applicable Canadian securities legislation. All statements,
other than statements of historical fact, are forward-looking
statements and are based on expectations, estimates and projections
as at the date of this news release. Any statement that involves
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions, future events or
performance (often but not always using phrases such as “expects”,
or “does not expect”, “is expected”, “anticipates” or “does not
anticipate”, “plans”, “budget”, “scheduled”, “forecasts”,
“estimates”, “believes” or “intends” or variations of such words
and phrases or stating that certain actions, events or results
“may” or “could”, “would”, “might” or “will” be taken to occur or
be achieved) are not statements of historical fact and may be
forward-looking statements. In this news release, forward-looking
statements relate, among other things, to: the Private Placement,
the Proposed Transaction and the proposed annual general and
special meeting of shareholders of Yukoterre and the items of
business thereunder. Forward-looking statements are necessarily
based upon a number of estimates and assumptions that, while
considered reasonable, are subject to known and unknown risks,
uncertainties, and other factors which may cause the actual results
and future events to differ materially from those expressed or
implied by such forward-looking statements. Such factors include,
but are not limited to: general business, economic, competitive,
political and social uncertainties; and the delay or failure to
receive board, shareholder or regulatory approvals. There can be no
assurance that such statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on the forward-looking statements and
information contained in this news release.
Readers should not place undue reliance on the
forward-looking statements and information contained in this news
release. Yukoterre assumes no obligation to update the
forward-looking statements of beliefs, opinions, projections, or
other factors, should they change, except as required by law.
This news release does not constitute an offer
to sell, or a solicitation of an offer to buy, any securities under
from SILO in the United States. The 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.
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