Crownia Holdings Announces Signing the First Amendment of the Letter of Intent for Proposed Reverse Takeover

Tags: #Manufacturing

Vancouver, British Columbia - TheNewswire - November 18, 2019 - Crownia Holdings Ltd. (TSXV:CNH) (OTCQB:CWNHF) ("Crownia" or the "Company") is pleased to announce that, further to its news release of September 11, 2019, the Company has signed the first amendment of the letter of intent (the "Amendment") with Thena Potash Corporation ("Thena").

Amendment Summary

Pursuant to the Amendment, the following terms have been amended to reflect the changes that mutually agreed by both Crownia and Thena. Capitalized terms not otherwise defined in this news release shall have the same meaning as set forth in the news release of September 11, 2019.

  1. 1.Instead of conducting the bridge financing in a convertible debenture manner, Crownia will conduct a brokered or non-brokered private placement (the "Bridge Financing"), pursuant to which Crownia intends to issue a maximum of 700,000 units (the "Bridge Financing Unit") at a price of $0.50 per unit to arm's length subscribers for maximum gross proceeds of $350,000 to be used for interim working capital, due diligence costs, audit and legal fees and other necessary documentation costs for the Transaction and general corporate purposes of the Resulting Issuer. Each Bridge Financing Unit consists of one (1) common share (the "Common Share") and one-half of one (1/2) common share purchase warrant (the "Bridge Financing Warrant") of Crownia. Each whole Bridge Financing Warrant entitles the holder thereof to purchase one additional Common Share of Crownia at an exercise price of C$0.60 per share for a period of 24 months from the issuance date.

In addition, both Parties agree that the gross proceeds of the Bridge Financing will only be used to settle certain outstanding payables of Crownia and to pay for the audit, accounting, legal and any other expenses to be incurred in connection to the Transaction. For further clarity, the gross proceeds of the Bridge Financing will not be used to settle or pay for any outstanding debts, payables or liabilities of Crownia's subsidiaries.

  1. 2.On top of the four director nominees stated in the news release of September 11, 2019, the Company will disclose the background of the fifth director in a follow-on news release, which this director will be nominated by Thena and will be subject to the acceptance of the Exchange.

  1. 3.As one of the conditions to closing the Transaction, the disposition or transfer of Crownia's subsidiaries outside of Canada (collectively referred to as the "Crownia Subsidiaries") to the major shareholders or their nominees of Crownia (collectively referred to as the "Transferees") will be done on an "as is" basis. For further clarity, the assets and liabilities of the Crownia Subsidiaries as of the Closing Date together with the ownership of the Crownia Subsidiaries shall be transferred to the Transferees upon completion of the Transaction. Thena, and the Resulting Issuer upon completion of the Transaction, shall not be responsible for paying any of the liabilities of the Crownia Subsidiaries. Both Parties hereby also agree that all the intercompany loans between Crownia and the Crownia Subsidiaries will be eliminated or written off upon closing of the Transaction.

About Crownia Holdings Ltd.

As a specialty steel trading company, Crownia provides value-add by identifying suitable suppliers for products that best suit customer needs, establishing distribution centers in optimal locations, and providing superior sales and after-sale services to customers.

On behalf of the Board of Directors,

Crownia Holdings Ltd.

"Xizhou Tong"

Xizhou Tong

Chairman and CEO


Xizhou Tong - Chairman and CEO


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 news release.

Forward-looking information

This press release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans" "expects" or "does not expect", "proposed", "is expected", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information in respect of the Company reflects the Company's as the case may be, current beliefs and is based on information currently available to the Company and on assumptions the Company as the case may be, believes are reasonable.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing 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. Trading in the securities of Crownia Holdings Ltd. should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Copyright (c) 2019 TheNewswire - All rights reserved.

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