Canntab Enters LOI for Bi-Lateral Sales & Distribution and Cannabis Oil Supply

Toronto, Ontario–(Newsfile Corp. – October 1, 2018) – Canntab Therapeutics Limited (CSE: PILL) (FSE: TBF1) (“Canntab” or the “Company“), today announced the completion of a non-binding Letter of Intent (the “LOI“) with NewCanna S.A.S of Bogota, Colombia (“NewCanna“) for the establishment of a significant bi-lateral relationship for the sale & distribution of Canntab’s products. The territory applicable to the agreement is the countries of Colombia, Chile, Paraguay and Spain, (collectively, the “Territory“). The agreement will grant NewCanna the right to sell and distribute certain Canntab exclusive proprietary products, and the right to utilize Canntab’s know-how and patents in the Territory only.

The LOI provides a 60-day period for the parties to complete a formal agreement, which will trigger a one-time, non-refundable License Fee of US $2-million payable to Canntab by NewCanna in consideration for the exclusive license to be granted by Canntab to NewCanna.

The formal agreement will establish:

  • Exclusive 5-year distribution agreement for Canntab’s oral sustained release tablet formulations in the Territory;

  • The supply of up to US$10-million of NewCanna cannabis oil to Canntab for which Canntab will place a deposit of US $1-million;

  • Agreement between the parties to work together to obtain the necessary regulatory and licensing approvals to implement the business requirements, including importation and exportation of materials;

  • Performance standards by NewCanna in each country covered by the agreement;

  • 50% / 50% profit sharing on the sales of products under the agreement;

  • Such other provisions as may be agreed to, and which would be customary in an agreement of this sort; and

  • Conditional upon the execution of a formal agreement encompassing the provisions of the LOI, payment of the US $2-million license fee and subject to any regulatory and exchange approvals, the Company will issue warrants to NewCanna to purchase up to 500,000 common shares of the Company at a price of $1.80 per common share for a period of two years.

The significance of this relationship is such that management of both Canntab and NewCanna will be devoting substantial effort to the completion of the formal agreement within the required timeline. NewCanna would become a key supplier of raw materials for Canntab and on a cost basis which will be very favourable in comparison to other sources worldwide.

“We welcome this key development in our business plan and the opportunity to rapidly expand into the many potential markets for Canntab products worldwide. The wide variety of NewCanna’s cannabis strains will give us access to a full range of Cannabinoids and terpenoids to further our development pipeline.” said Jeff Renwick, Canntab CEO. In conjunction with, our recently announced relationship with FSD Pharma and with our progressing work with Emblem Cannabis Corporation, I believe Canntab is poised to be the world leader in pharmaceutical grade, standardized tablet dosage of medicinal cannabis.”

Santiago Londono, the Founder and Chief Executive Officer of NewCanna, added “When carefully building a global network of cultivators and distribution channels in today’s fast-growing medicinal cannabis market it is imperative to identify the best possible pharma-grade manufacturing partners, this is why, after rigorously evaluating many other possible alliances, we have decided Canntab has the vision, infrastructure and knowledge that represents our best interest moving forward. Our main goal is to deliver the most responsible and precise dosage to every patient that trusts our brands, and we believe Canntab will be instrumental in achieving this objective.”

NewCanna, directly and through its existing partners;

  • has access to, or control over, four cultivation and extraction licenses

  • four additional licenses under application

  • over 3,000 hectares of cannabis production

  • a 32,000 square foot pharmaceutical-grade extraction facility capable of processing 5,000 tonnes of raw material per day — currently being upgraded to meet EU Good Manufacturing Practices (GMP) standards

  • Colombian oil-exportation license

  • operations within the Cannabis Free Trade Zone

  • genetic registration of more than 500 strains of cannabis and wide-ranging existing distribution.

Much of NewCanna’s direct and in-direct production is through local indigenous and peasant farmers licensed by the Government. NewCanna is committed to the sustainable, good cultivation processes of the local growers and to supporting them in their own economic and business development.

About Canntab

Canntab Therapeutics Limited is a Canadian cannabis oral dosage formulation company based in Markham Ontario, engaged in the research and development of advanced pharmaceutical grade formulations of cannabinoids. Canntab has developed in-house technology to deliver standardized medical cannabis extract from selective strains in a variety of extended/sustained release pharmaceutical dosages for therapeutic use. Simply put, Canntab’s mission is to put the “Medical” into medicinal cannabis! Canntab trades on the Canadian Securities Exchange under the symbol PILL and on the Frankfurt Exchange under the symbol TBF1.

– 30 –

For further information contact:

Canntab Therapeutics Ltd.
Jeffrey Renwick
Chief Executive Officer
+1 289-301-3812
jeff@canntab.ca

NEWCANNA S.A.S.

Santiago Londono
Chief Executive Officer
+1 604-200-0440

Forward Looking Statements

Certain statements included in this press 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 press 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. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be anticipated, estimated, or intended.

Neither the Canadian Securities Exchange (the “CSE“) nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

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Elon Musk Settles SEC Fraud Charges; Tesla Charged With and Resolves Securities Law Charge

Washington, D.C.–(Newsfile Corp. – September 29, 2018) – The Securities and Exchange Commission announced today that Elon Musk, CEO and Chairman of Silicon Valley-based Tesla, Inc., has agreed to settle the securities fraud charge brought by the SEC against him last week.  The SEC also today charged Tesla with failing to have required disclosure controls and procedures relating to Musk’s tweets, a charge that Tesla has agreed to settle.  The settlements, which are subject to court approval, will result in comprehensive corporate governance and other reforms at Tesla—including Musk’s removal as Chairman of the Tesla board—and the payment by Musk and Tesla of financial penalties.

According to the SEC’s complaint against him, Musk tweeted on August 7, 2018 that he could take Tesla private at $420 per share — a substantial premium to its trading price at the time — that funding for the transaction had been secured, and that the only remaining uncertainty was a shareholder vote.  The SEC’s complaint alleged that, in truth, Musk knew that the potential transaction was uncertain and subject to numerous contingencies.  Musk had not discussed specific deal terms, including price, with any potential financing partners, and his statements about the possible transaction lacked an adequate basis in fact.  According to the SEC’s complaint, Musk’s misleading tweets caused Tesla’s stock price to jump by over six percent on August 7, and led to significant market disruption.

According to the SEC’s complaint against Tesla, despite notifying the market in 2013 that it intended to use Musk’s Twitter account as a means of announcing material information about Tesla and encouraging investors to review Musk’s tweets, Tesla had no disclosure controls or procedures in place to determine whether Musk’s tweets contained information required to be disclosed in Tesla’s SEC filings.  Nor did it have sufficient processes in place to that Musk’s tweets were accurate or complete.

Musk and Tesla have agreed to settle the charges against them without admitting or denying the SEC’s allegations.  Among other relief, the settlements require that:

  • Musk will step down as Tesla’s Chairman and be replaced by an independent Chairman.  Musk will be ineligible to be re-elected Chairman for three years;
  • Tesla will appoint a total of two new independent directors to its board;
  • Tesla will establish a new committee of independent directors and put in place additional controls and procedures to oversee Musk’s communications;
  • Musk and Tesla will each pay a separate $20 million penalty.  The $40 million in penalties will be distributed to harmed investors under a court-approved process. 

“The total package of remedies and relief announced today are specifically designed to address the misconduct at issue by strengthening Tesla’s corporate governance and oversight in order to protect investors,” said Stephanie Avakian, Co-Director of the SEC’s Enforcement Division. 

“As a result of the settlement, Elon Musk will no longer be Chairman of Tesla, Tesla’s board will adopt important reforms —including an obligation to oversee Musk’s communications with investors—and both will pay financial penalties,” added Steven Peikin, Co-Director of the SEC’s Enforcement Division.  “The resolution is intended to prevent further market disruption and harm to Tesla’s shareholders.”

The SEC’s investigation was conducted by Walker Newell, Brent Smyth, and Barrett Atwood and supervised by Steven Buchholz, Erin Schneider, and Jina Choi in the San Francisco Regional Office and Cheryl Crumpton in the SEC’s Home Office.

PreveCeutical Engages Invictus Resources to Provide Investor Awareness Services

Vancouver, British Columbia–(Newsfile Corp. – September 28, 2018) – PreveCeutical Medical Inc. (CSE: PREV) (OTCQB: PRVCF) (FSE: 18H) (the “Company” or “PreveCeutical”), announces that it has entered into a Master Services Agreement dated effective October 1, 2018 (the “Agreement“) with World Wide Holdings LLC, DBA Invictus Resources (“Invictus“), whereby Invictus will provide investor awareness services (the “Services“) to the Company involving the selection and coordination of investor awareness providers and services.

Under the terms of the Agreement, Invictus will advise and assist PreveCeutical in developing its business plans and strategies for presentation to existing and potential investors, as well as raising market awareness of the Company and providing introductions to its contacts in the financial community, including brokers and micro-cap funds.

In consideration for the provision of the Services by Invictus, the Company will issue 4,000,000 stock options to Invictus, each of which options will be exercisable to acquire one common share in the capital of the Company for a period of one year at a price equal to the greater of the closing price of Company’s common shares on the Canadian Securities Exchange on September 28, 2018 and on October 1, 2018, which options will vest over 10 months, as to 10% each month. Invictus will also receive a cash payment of USD $80,000 for the initial term of the Agreement (the “Initial Term“).

The Initial Term is one month and, subject to the mutual agreement of the parties, shall thereafter be automatically renewed for up to three successive one-month terms. Upon each subsequent renewal, Invictus shall receive a cash payment of USD $80,000.

About PreveCeutical

PreveCeutical is a health sciences company that develops innovative options for preventive and curative therapies utilizing organic and nature identical products.

PreveCeutical aims to be a leader in preventive health sciences and currently has five research and development programs, including: dual gene therapy for curative and prevention therapies for type 2 diabetes and obesity; a Sol-gel drug delivery program; Nature Identical peptides for treatment of various ailments; non-addictive analgesic peptides as a replacement to the highly addictive analgesics such as morphine, fentanyl and oxycodone; and a therapeutic product for treating athletes who suffer from concussions (mild traumatic brain injury).

PreveCeutical sells CELLB9®, an Immune System Booster. CELLB9® is an oral solution containing polarized and potentiated essential minerals extracted from a novel peptide obtained from Caribbean Blue Scorpion venom. This product is available on PreveCeutical’s website.

For more information about PreveCeutical, please visit www.PreveCeutical.com, follow us on Twitter: http://twitter.com/PreveCeuticals and Facebook: www.facebook.com/PreveCeutical.

For further information, please contact:

PREVECEUTICAL MEDICAL INC.
Deanna Kress
Director of Corporate Communications & Investor Relations
+1-778-999-6063
deanna@PreveCeutical.com

ForwardLooking Statements:

This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All statements in this news release that are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, the Services to be provided by Invictus pursuant to the Agreement and the anticipated benefits of the Services, the Company’s anticipated business plans and the prospect of its ability and success in executing its proposed plans. Often, but not always, forward-looking statements can be identified by words such as “pro forma”, “plans”, “expects”, “may”, “should”, “budget”, “schedules”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “potential” or variations of such words including negative variations thereof and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Forward looking statements are based on certain assumptions regarding PreveCeutical, including expected growth, results of operations, performance, industry trends and growth opportunities. Actual results could differ from those projected in any forward-looking statements due to numerous factors including risks and uncertainties relating to the inability of the Company, to, among other things, obtain any required governmental, regulatory or stock exchange approvals, permits, consents or authorizations required, including Canadian Securities Exchange acceptance of any planned future activities and the Agreement, complete its research programs as planned, obtain the financing required to carry out its planned future activities and the ability and success of Invictus in carrying out its engagement with the Company. Other factors such as general economic, market or business conditions or changes in laws, regulations and policies affecting the healthcare, cannabis, biotechnology or pharmaceutical industries, may also adversely affect the future results or performance of the Company. These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in these forward-looking statements. Although the Company believes that the statements, beliefs, plans, expectations, and intentions contained in this news release are reasonable, there can be no assurance that those statements, beliefs, plans, expectations, or intentions will prove to be accurate. Readers should consider all of the information set forth herein and should also refer to other periodic reports provided by the Company from time-to-time. These reports and the Company’s filings are available at www.sedar.com.

Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements.

Contact Gold Files Preliminary Base Shelf Prospectus

Vancouver, British Columbia–(Newsfile Corp. – September 28, 2018) – Contact Gold Corp. (TSXV: C) (the “Company” or “Contact Gold”) is pleased to announce that it has filed a preliminary short form base shelf prospectus (the “Shelf Prospectus“) with the securities regulatory authorities in each of the provinces and territories of Canada, except Québec.

The Shelf Prospectus has not yet become final for the purpose of the sale of any Securities (as defined herein). Upon a final short form base shelf prospectus becoming effective, these filings will, subject to securities regulatory requirements, enable Contact Gold to make offerings of up to $30 million of any combination of common shares, debt securities, subscription receipts, units and warrants (all of the foregoing, collectively, the “Securities“) during the 25-month period that the Shelf Prospectus, including any amendments thereto, remains valid. The nature, size and timing of any such financings (if any) will depend, in part, on Contact Gold’s assessment of its requirements for funding and general market conditions. Unless otherwise specified in a prospectus supplement relating to a particular offering of Securities, the net proceeds from any sale of any Securities is expected to be used to advance Contact Gold’s business objectives and for general corporate purposes, including funding ongoing operations and/or working capital requirements, repaying indebtedness outstanding from time to time, discretionary capital programs and potential future acquisitions. The specific terms of any future offering of Securities will be established in a prospectus supplement to the Shelf Prospectus, which supplement will be filed with the applicable Canadian securities regulatory authorities. The Company has filed this Shelf Prospectus to maintain financial flexibility but has no immediate intentions to undertake an offering.

A copy of the Shelf Prospectus is available on the Company’s issuer profile on SEDAR at www.sedar.com and also may be obtained by contacting the Corporate Secretary of the Company at Suite 1050 — 400 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A6, telephone 604 426-1295.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Securities have not been, nor will they 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, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements.

About Contact Gold Corp.

Contact Gold is an exploration company focused on producing district scale gold discoveries in Nevada. Contact Gold’s extensive land holdings are on the prolific Carlin, Independence and Northern Nevada Rift gold trends which host numerous gold deposits and mines. Contact Gold’s land position comprises approximately 275 km2 of target rich mineral tenure hosting numerous known gold occurrences, ranging from early- to advanced-exploration and resource definition stage.

Additional information about the Company is available at www.contactgold.com.

For more information, please contact (604) 449-3361 for either:
John Wenger, Chief Financial Officer wenger@contactgold.com
John Glanville Director, Investor Relations glanville@contactgold.com

Cautionary Note Regarding Forward-Looking Information

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things, statements with respect to the Shelf Prospectus, the final short form base shelf prospectus, any shelf prospectus supplements, the proposed use of proceeds from any offering using the Shelf Prospectus, any related shelf prospectus filings, and the anticipated exploration activities of the Company at its properties.

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Neither the TSX Venture Exchange (“TSXV“) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

THIS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Sona Nanotech Inc. Announces Closing of Private Placement

Halifax, Nova Scotia–(Newsfile Corp. – September 28, 2018) – Sona Nanotech Inc. (TSXV: SPT) (“Sona” or the “Company“) further to the Company’s press releases dated September 18, 2017 and March 26, 2018, Sona is pleased to announce that it has completed the amalgamation of its predecessor companies, Stockport Exploration Inc. and Sona Nanotech Ltd. to form “Sona Nanotech Inc.” as a federally amalgamated corporation, as more particularly described below under the heading, “The Amalgamation”.

Sona has reduced the pricing of the previously private placement of common shares of the Company from $0.40 per share to $0.25 per share. The Company has now completed this private placement of its common shares at $0.25 per share to raise gross proceeds of $2,000,000, by the issuance of 8,000,000 common shares (the “Offering“). In connection with the Offering, the Company has paid $150,000 in finder’s fees and issued finder’s share purchase warrants to Numus Capital Corp., a private company controlled by a director and consultant to Sona, for the right to purchase up to 600,000 common shares at an exercise price of $0.25 per share until September 27, 2020. The net proceeds from the Offering will be used by Sona to fund its business development and for general working capital.

Overview of Sona

Sona is a nano technology life sciences firm that has developed two proprietary methods for the manufacture of rod shaped gold nanoparticles. The principal business carried out and intended to be continued by Sona is the research and development of its proprietary technology for use in multiplex diagonostic testing platforms that will improve performance over existing tests in the market.

Sona’s gold nanorod particles are CTAB (cetyltrimethylammonium) free, eliminating the toxicity risks associated with the use of other gold nanorod technologies in medical applications. It is expected that Sona’s gold nano technologies may be adapted for use in applications, as a safe and effective delivery system for multiple medical treatments, pending the approval of various regulatory boards including Health Canada and the FDA.

The Amalgamation

Pursuant to the terms of the Amalgamation, every four (4) common shares of Stockport were exchanged for one (1) common share of Sona (the “Sona Shares“); and every 1.5802 common shares of Sona Nanotech Ltd. were exchanged for one (1) Sona Share. The amalgamation was completed on August 8, 2018.

The Company voluntarily delisted its common shares from the TSX Venture Exchange on August 7, 2018, and proposes to file an application for listing its common shares on the Canadian Securities Exchange (“CSE“). The Company received conditional approval for the CSE listing on July 27, 2018, and listing on the CSE is subject to the Company fulfilling all listing requirements.

For More Information

For more information about Sona, please contact:

Darren Rowles
President and Chief Executive Officer
Telephone: (902) 442-0653
Email: darren@sonanano.com

FORWARD LOOKING INFORMATION

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release includes information relating to the use of proceeds from the Offering, and the implementation of Sona’s business plan. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: risks associated with the marketing and sale of securities, the need for additional financing, reliance on key personnel, the potential for conflicts of interest among certain officers or directors, and the volatility of the Company’s common share price and volume. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others, risks related to Sona’s proposed business, such as failure of the business strategy and government regulation; risks related to Sona’s operations, such as additional financing requirements and access to capital, reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; risks related to Sona and its business generally, such as infringement of intellectual property rights and conflicts of interest. The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. While the Company may elect to, it does not undertake to update this information at any particular time.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR DISSEMINATION IN THE UNITED STATES

Fairmont Announces Consolidation

Vancouver, British Columbia–(Newsfile Corp. – September 28, 2018) – Fairmont Resources Inc. (TSXV: FMR) (“Fairmont” or the “Company“) is pleased to announce that effective October 1, 2018, the Company will consolidate its common shares on the basis of one (1) new post-consolidation common share for every ten (10) pre-consolidation common shares (the “Consolidation“). Effective at the opening of trade on Tuesday, October 2, 2018, common shares of the Company will commence trading on the TSX Venture Exchange (the “Exchange“) on a consolidated basis.

As a result of the Consolidation, the Company’s currently outstanding 40,683,287 common shares will be reduced to approximately 4,068,328 common shares. No fractional shares will be issued. Any fractions of a share will be rounded down to the nearest whole number of common shares. The Company’s name and trading symbol will remain unchanged and it will not be completing any other restructuring in connection with the Consolidation. The Consolidation was approved by the shareholders of the Company on September 21, 2018 and by the Exchange on September 28, 2018.

The Company’s new CUSIP number is 305554305 and the new ISIN number is CA3055543050.

Registered shareholders will be required to exchange their share certificates representing pre- Consolidation common shares for new share certificates representing post-Consolidation common shares. Registered shareholders will be sent a transmittal letter, as soon as practicable after the effective date of the Consolidation. The letter of transmittal will contain instructions on how certificate(s) representing pre-Consolidation shares may be surrendered to the Company’s transfer agent, TSX Trust Company. The transfer agent will forward to each registered shareholder who has provided the required documents a new share certificate representing the number of post-Consolidation common shares to which the shareholder is entitled. Until surrendered, each share certificate representing pre-Consolidation common shares of the Company will be deemed for all purposes to represent the number of whole post-Consolidation common shares to which the holder is entitled as a result of the Consolidation.

About Fairmont Resources Inc.

Fairmont Resources Inc. is an industrial mineral company trading on the TSX Venture Exchange under the symbol “FMR”.

On behalf of the Board of Directors,

Michael Lerner
President, CEO and Director
Fairmont Resources Inc.
Tel: 416-710-4906
mlerner10@gmail.com

www.fairmontresources.ca

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. Risk factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: changes in tax laws, general economic and business conditions; and changes in the regulatory regulation. The Company cautions the reader that the above list of risk factors is not exhaustive. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Cautionary Statement:

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Brokerage Firm to Exit Penny Stock Deposit Business and Pay Penalty for Repeatedly Failing to Report Suspicious Trading

Washington, D.C.–(Newsfile Corp. – September 28, 2018) – The Securities and Exchange Commission today announced settled charges against clearing firm COR Clearing LLC for failing to report suspicious sales of penny stock shares totaling millions of dollars.  As part of the settlement, COR has agreed to exit a key penny stock clearing business by significantly limiting the sale of penny stocks deposited at COR. 

Broker-dealers are required to file Suspicious Activity Reports (SARs) for transactions suspected to involve fraud or with no apparent lawful purpose.  According to an SEC alert dated March 29, 2016, microcap securities are more susceptible to manipulation and it is often easier for fraudsters to manipulate the price of microcap stocks because microcap stocks historically have been less liquid than the stock of larger companies.  The SEC’s order finds that in 2016, COR ranked second among all broker-dealers in the total dollar value of sub-$1 penny stocks that it cleared, and from January 2015 to June 2016, COR cleared for sale a significant amount of penny stock on behalf of customers of its introducing broker-dealers.  The SEC finds that approximately 193 customer accounts deposited large blocks of low-priced securities, quickly sold these securities into the market, and then withdrew the cash proceeds.  The SEC further finds that in some instances the same customers engaged in this suspicious pattern with multiple securities.  According to the order, COR failed to file SARs with respect to a subset of the foregoing transactions and, as a result, violated the securities laws.

“SAR filings by both introducing and clearing brokers, especially those who transact in the microcap space, are critically important to the regulatory and law enforcement communities,” said Marc P. Berger, Director of the SEC’s New York Regional Office.  “The penalty imposed and the limitation placed on COR’s business reflect how seriously we take the failure to file SARs in the face of numerous red flags.”

Without admitting or denying the SEC’s findings, COR agreed to a settlement that requires it to not sell penny stocks deposited at COR with certain narrow exceptions and pay an $800,000 penalty.  COR also consented to a censure and to cease and desist from similar violations in the future.

The SEC investigation was conducted by Jorge G. Tenreiro, Elizabeth Baier, Michael Fioribello, and Sandeep Satwalekar in the New York office with assistance from the Enforcement Division’s Bank Secrecy Act Review Group.  The case was supervised by Lara Shalov Mehraban.  The SEC’s examination that led to the enforcement action was conducted by Edward Janowsky, Stephen Bilezikjian, and Dennis Koval, and supervised by Steven Vitulano of the New York office.