The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons without registration or applicable exemption from the registration requirement of such Act. This release does not constitute an offer for sale of such securities in the United States of America.
Nass Valley Gateway Ltd. (the “Company” or “Nass Valley”), trading on the Canadian Securities Exchange (“CSE”) under the trading Symbol “NVG” and on Deutsche Boerse, Frankfurt under the trading Symbol 3NVN, is pleased to announce that NVG and the shareholders of its acquisition target, Advanced Bioceuticals Limited (“ABL”) have agreed to amend the original “Definitive Acquisition and Share Exchange Agreement” dated for reference March 22, 2018 (the “DASE-Agr”) to increase the per share value and to decrease the number of Nass Valley’s shares to be issued by Nass Valley to satisfy the consideration for the proposed acquisition of ABL
Pursuant to the DASE-Agr, the consideration for the 100% ownership interest of ABL and including ABL’s wholly owned subsidiary Pro-Thotics Technology, Inc. was 400,000,000 common shares of NVG at a deemed price of $0.10 per common share to be issued to the shareholders of ABL.
The parties amended the DASE-Agr by changing the consideration for the 100% ownership interest of ABL and including ABL’s wholly owned subsidiary Pro-Thotics Technology, Inc. from 400,000,000 common shares of NVG at a deemed price of $0.10 per share to 280,000,000 common shares of NVG at a deemed price of $0.1429 per share. As a result of the amendment, upon the completion of the acquisition, the shareholders of ABL will own 85.06% instead of 89,27% common shares of NVG on a fully diluted basis.
The Company is completing the submission of all documents required under the conditional listing approval of the Company’s common shares on the CSE announced on March 5, 2019.
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For further information please contact:
Dieter Peter, President & CEO, Phone: 604-617-6794
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