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CNRP Mining Inc. Announces LOI for Acquisition of X-SPRAYS

July 21, 2017

CNRP Mining Inc. Announces LOI for Acquisition of X-SPRAYS

VANCOUVER, BC, July 21, 2017 / - CNRP Mining Inc. (CSE:CND OTC Pinks: CRPGF) (“CNRP” or the “Company”), is pleased to announce that it has entered into non-binding letter of intent (the “LOI”) to acquire (the “Transaction”) all of the issued and outstanding shares of 1127466 B.C. Ltd. which holds, through a wholly owned subsidiary, a world-wide, exclusive license for X-SPRAYS – a brand of state-of- the-art life-enhancement products administered via an optimal oral spray delivery system.

About X-SPRAYS

X-SPRAYS is comprised of dedicated scientists and product engineers who are passionate about health and creating the ultimate delivery system for optimal nutrition. The company has focused its efforts in creating a product line of oral sprays to deliver medicines, nutrients and vitamins. To date, X-SPRAYS has developed a novel line of 8 health care and life enhancement nutraceutical products focused on enhancing pain relief, awareness, sleep, libido, energy and recovery.

The Company’s product line is ready for commercialization with 8 novel sprays that include both hemp cannabidiol (CBD) and nutraceutical ingredients (4 with CBD and 4 nutraceutical). X-SPRAYS intends to expand its product line to include cannabis Tetrahydrocannabinol (THC) and CBD sprays. For more information, please visit the company’s website at: www.x-sprays.com.

Letter Agreement

Pursuant to the terms of the Letter Agreement, the Company will, upon closing of the Transaction, issue to X-SPRAYS shareholders an aggregate of 14,666,667 common shares in the capital of the Company (the “Payment Shares”) at a deemed price of CAD$0.30 per Payment Share. Additionally, up to 20,000,000 CNRP Shares will be issuable upon certain commercial milestones being achieved by X- SPRAYS. The Payment Shares will be subject to escrow conditions and/or resale restrictions as required by applicable securities laws and the policies of the Canadian Securities Exchange (the “CSE”).

The Transaction remains subject to certain closing conditions, including, completion of due diligence, the negotiation and signing of a definitive agreement and obtaining all necessary approvals, including, approval of the respective boards, the approval of the CSE, and if applicable, shareholders of the Company. There can be no guarantees that the Transaction will be completed as proposed or at all.

Private Placement

In connection with the Transaction, the Company is also pleased to announce that it intends to complete a non-brokered private placement offering of up to 10,000,000 shares (the “Shares”) at a price of $0.30 per Share for gross proceeds of up to $3,000,000 (the “Offering”).

In connection with the Offering, the Company may pay a finder’s fee on the Offering within the amount permitted by the policies of the CSE.

Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the CSE. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The Offering is not subject to a minimum aggregate amount of subscriptions.

None of the Payment Shares to be issued pursuant to the Transaction or securities issued pursuant to the Offering have been or will be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any Payment Shares issued pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and applicable exemptions under state securities laws. In addition, the Payment Shares to be issued pursuant to the Transaction under an exemption from the registration requirements of the U.S. Securities Act will be “restricted securities” as defined under Rule 144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legend as required under the U.S. Securities Act.

ON BEHALF OF THE BOARD

“Randy Clifford”
CEO

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