Orca Touchscreen Announces Conditional Approval for Fundamental Change Transaction With Biome Grow

VANCOUVER, British Columbia, Aug. 27, 2018 (GLOBE NEWSWIRE) -- Orca Touchscreen Technologies Ltd. (CSE:OAA, FSE:6OT, OTC-Pink:ORTFF) (the “Company”) is pleased to announce that it has received conditional approval from the Canadian Securities Exchange (the "CSE") for the listing of the common shares in the capital of the Company (the “Common Shares”) upon closing of the previously announced three-cornered amalgamation transaction (the “Transaction”) among Cultivator Catalyst Corp. o/a Biome Grow (“Biome”), the Company, and 151856 B.C. Ltd. (“Orca Sub”). Closing of the Transaction and the listing of the Common Shares is subject to a number of conditions including, but not limited to, the satisfaction of all closing conditions pursuant to the Amalgamation Agreement (defined below), the completion of all remaining CSE filing requirements, and the receipt of final approval from the CSE.

The Company entered into an amalgamation agreement in respect of the Transaction with Biome and Orca Sub on April 25, 2018 (the “Amalgamation Agreement”), pursuant to which Orca Sub, a wholly-owned subsidiary of the Company, will acquire all of the issued and outstanding securities of Biome in exchange for securities of the Company. A copy of the Amalgamation Agreement and a press release announcing the transaction can be found on SEDAR under the Company’s profile. The proposed transaction was approved separately by the shareholders of the Company and Biome at their shareholder meetings held on June 27, 2018 and June 28, 2018 respectively.

Trading in common shares of the Company under the proposed symbol “BIO” will commence upon closing of the Transaction, which has been conditionally approved. The Company intends to change its name to “Biome Grow Inc.” prior to or concurrently with the completion of the Transaction. Upon closing of the Transaction, the Board of Directors of the Company will be comprised of J. Mark Lievonen, Stephen Poirier, George Smitherman, Brett James, and the interim Chief Executive Officer will be Khurram Malik and Abbey Abdiye will remain as the Chief Financial Officer.

If completed, the Transaction will constitute a "Fundamental Change" of the Company, as such term is defined in CSE policies. The Company’s shares will remain halted until the CSE has given final approval of the Transaction and has determined it appropriate to lift the halt on trading in respect of the securities.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.

For further information, please contact:

Brian Gusko, Chief Executive Officer

Orca Touchscreen Technologies Ltd.

Email:  

Telephone: 604.727.1295

About Biome Grow

Biome (whose corporate legal entity name is Cultivator Catalyst Corp.) has four wholly-owned subsidiaries including: Highland Grow Inc., a licensed producer in Nova Scotia under Canada’s Access to Cannabis for Medical Purposes Regulations (the “ACMPR”); P-209 Inc., a company incorporated under the laws of the Province of Ontario and in the late stages of applying for a license under the ACMPR; The Back Home Medical Cannabis Corporation, a company incorporated under the laws of the Province of Newfoundland and Labrador and in the late stages of applying for a license under the ACMPR; and, Weed Virtual Retail Inc., a company incorporated under the laws of the Province of Ontario in the business of operating a new virtual reality technology platform focused exclusively on the medical and recreational cannabis markets.

Forward-Looking Statements

There can be no assurance that the Transaction will be completed as proposed or at all.

All information in this news release concerning Biome has been provided for inclusion herein by Biome. Although the Company has no knowledge that would indicate that any information contained herein concerning Biome is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of any such information.  Investors are cautioned that, except as disclosed in the listing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. 

Certain statements included in this news release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This news release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.

Statements about Biome’s business plans, closing of the Transaction, the Parties’ ability to satisfy any and all other closing conditions, and receive necessary regulatory approvals including the approval of the CSE in connection with the Transaction and the terms associated therewith are all forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Such forward-looking statements are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including, anticipated costs, and the ability to achieve its goals.

Factors that could cause the actual results to differ materially from those in the forward-looking statements include, failure to obtain regulatory and/or shareholder approval, the continued availability of capital and financing, and general economic, market or business conditions, changes in legislation and regulations, failure of counterparties to perform their contractual obligations, litigation, the loss of key directors, employees, advisors or consultants and fees charged by service providers. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. These forward-looking statements should not be read as guarantees of future performance or results. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such forward-looking statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. The Company assumes no responsibility to update or revise forward-looking statements to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company’s forward-looking statements. Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this news release.

(Not for dissemination in the United States of America)