News Column

Cinaport and Mettrum Announced Closing of $34.5 Million Concurrent Financing to the Qualifying Transaction

July 29, 2014

Newsfile Corp.

Toronto, Ontario--(Newsfile Corp. - July 29, 2014) - Cinaport Acquisition Corp. (TSXV: CPQ.H) (" Company"), a capital pool company listed on the NEX board of the TSX Venture Exchange (the " Exchange") and Mettrum Ltd. (" Mettrum"), are pleased to announce that Mettrum has completed its previously announced brokered private placement (the " Private Placement").

Cormark Securities Inc. (as lead agent), GMP Securities L.P., Paradigm Capital Inc. and Jacob Securities Inc. (collectively, the " Agents") acted as agents for the Private Placement. Pursuant to the Private Placement, Mettrum issued 13,800,000 subscription receipts (the " Subscription Receipts") at a price of $2.50 per Subscription Receipt for aggregate gross proceeds of $34.5 million, after giving effect to the full exercise of the over-allotment option granted to the Agents in connection with the Private Placement.

In connection with the Private Placement, Mettrum has agreed to pay the Agents a cash commission (the " Cash Commission") representing 6.0% of the gross proceeds of the Private Placement. In addition, Mettrum issued to the Agents non-transferrable warrants (the " Broker Warrants") representing 6.0% of the number of Subscription Receipts sold under the Private Placement. The Broker Warrants will be exercisable at a price of $2.50 per common share of Mettrum at any time after the Escrow Release Conditions (as described below) are satisfied and on or before the date that is 24 months after the date hereof.

The Private Placement was completed in connection with the previously announced Qualifying Transaction between the Company and Mettrum. Subject to approval by the Exchange, the Qualifying Transaction will be completed by way of a three-cornered amalgamation whereby Mettrum will amalgamate with a wholly-owned subsidiary of the Company. As further described below, shareholders of Mettrum will receive one common share of the Company for one common share of Mettrum upon closing of the Qualifying Transaction, after giving effect to a consolidation of the common shares of the Company on a 14.5625 to 1 basis (the " Share Consolidation"), or such other ratio as may be required by the Exchange and approved by Cormark Securities Inc. on behalf of the investors of the Private Placement, to be completed by the Company prior to completion of the Qualifying Transaction.

The gross proceeds from the Private Placement less the costs and expenses of the Agents (the " Escrow Fund") have been delivered to and held by Equity Financial Trust Company, as escrow agent (the " Escrow Agent"), subject to certain escrow release conditions, including, but not limited to, the completion, satisfaction or waiver of all conditions precedent to the Qualifying Transaction (other than the release of the Escrowed Funds), the receipt of all shareholder and regulatory approvals required for the Qualifying Transaction and other customary escrow conditions for a transaction of this nature as described in the Company's press release dated July 21, 2014 (the " Escrow Release Conditions"). Upon satisfaction of the Escrow Release Conditions, the Escrowed Funds will be released to Mettrum net of the Cash Commission, which will be paid to the Agents, and each Subscription Receipt will be automatically exchanged, without payment of any additional consideration, for one unit of Mettrum (each a " Unit"). Each Unit will be comprised of one common share of Mettrum (each a " Unit Share") and one warrant (each a " Unit Warrant") exercisable to purchase one common share of Mettrum at an exercise price of $3.50 per share at any time on or before the date that is 12 months after the listing of the resulting issuer shares on the Exchange.

Upon closing of the Qualifying Transaction, shareholders of Mettrum (including all holders of the Unit Shares) will receive one post-Share Consolidation common share of the Company for every Mettrum common share. In addition, options and warrants of Mettrum, including the Unit Warrants and Brokers Warrants, that are outstanding at the time of closing of the Qualifying Transaction will be exchanged for equivalent instruments of the Company exercisable for or convertible into the Company's post-Share Consolidation common shares.

The net proceeds raised from the Private Placement will be used by Mettrum for capital improvements, marketing, patient acquisition, strategic opportunities, product development and general working purposes.

None of the Non-Arm's Length Parties (such term as defined in the policies of the Exchange) to the Company participated in the Private Placement, other than John O'Sullivan, a director of the Company, who purchased 200,000 Subscription Receipts for $500,000.

About Mettrum Ltd.

Mettrum Ltd., a Toronto-based company incorporated under the laws of the Province of Ontario on October 22, 2012, is a licensed producer under the MMPR, which came into effect on October 1, 2013. Mettrum received its license from Health Canada on November 1, 2013 and began production of medical cannabis on the same date. Mettrum was the third company in Canada to receive a license under the MMPR. From its fully integrated medical grade facility located in Bowmanville, Ontario, Mettrum commenced sales of medical cannabis under the MMPR in January 2014.

About Cinaport Acquisiton Corp.

Cinaport Acquisition Corp. is a Capital Pool Company listed on the NEX board of the Exchange. The Company currently has no commercial operations and has no significant assets other than cash. The principal purpose of the Company, as a Capital Pool Company, is the identification, evaluation and acquisition of assets, properties or business with a view to complete a Qualifying Transaction.

For more information, please contact:

Cinaport Acquisition Corp.

Avi Grewal, President & Chief Executive Officer

Phone: (416) 213-8118 Ext. 210


Mettrum Ltd.

Keelan Green

Phone: (613) 220-2016


Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required approval is obtained. There can be no assurance that the Qualifying Transaction will be completed 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 Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Qualifying Transaction; the terms and conditions of the proposed Private Placement; use of funds; and the business and operations of the Resulting Issuer after completion of the proposed Qualifying Transaction. 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; delay or failure to receive board, shareholder or regulatory approvals; and the results of operations. 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 forward-looking statements. The Company and Mettrum disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The information relating to Mettrum and the Mettrum Private Placement disclosed hereunder has been provided to the Company by Mettrum and has not been verified by the Company. The Company disclaims any responsibility in respect of the adequacy or accuracy of such information.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this Press release.

For more stories on investments and markets, please see HispanicBusiness' Finance Channel

Source: Newsfile Press Release Wire

Story Tools Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters