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 following the conditional CSE approval of the fundamental change announced on March 1, 2019, and further to the news release dated March 13, 2019, on March 18, 2019 the Company has issued 280,000,000 common shares as total consideration for its acquisition of Advanced Bioceuticals Limited (“ABL”) and Pro-Thotics Technology Inc. (“PTI”) as wholly owned subsidiaries. The total number of the issued and outstanding common shares of the Company increased to 312,143,477.
All 280,000,000 issued common shares are subject to the four months hold period pursuant to the Canadian securities laws. 266,000,000 common shares are also subject to resale restrictions prescribed by the U.S. securities laws and cannot be resold during the next 12 months and without strict compliance with the U.S. securities laws. 261,400,000 common shares are also subject to an escrow agreement, a copy of which will be available under the profile of the Company on www.sedar.com.
After the completion of the acquisition, the Company is considered a “Non-foreign private issuer” under the definition of Rule 405 of the United States Securities Law Act of 1933 (the “Securities Act”) and as a result will likely be classified as a “domestic issuer” pursuant to Rule 902(e) of Regulation S promulgated under the Securities Act and will have to comply with securities laws of the United States of America in addition to complying with the securities laws of applicable Canadian provinces.
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For further information please contact:
Dieter Peter, President & CEO
Neither the CSE nor its Regulation Services Provider has reviewed or accepts responsibility for the adequacy or accuracy of the contents of this news release.