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Hornby Bay Mineral Exploration Ltd.

TSXV Exchange | May 25, 2020, 9:10 PM EDT | Real-time price

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Hornby Bay Announces Letter of Intent with REMY Biosciences

Toronto, Ontario--(Newsfile Corp. - May 19, 2020) - Hornby Bay Mineral Exploration Ltd. (TSXV: HBE) (the "Company") is pleased to announce that it has entered into a non-binding letter of intent dated May 18, 2020 (the "LOI") with REMY Biosciences, Inc. ("REMY") pursuant to which, the Company will acquire all of the issued and outstanding common stock of REMY (the "Proposed Transaction"). It is anticipated that the Proposed Transaction will be structured as a share exchange, plan of arrangement, amalgamation, or other similar form of transaction mutually acceptable to the parties.

Terms of the Transaction

Pursuant to the Proposed Transaction, the stockholders of REMY will receive an aggregate of 353,600,000 common shares (each, a "Common Share") in the capital of the Company on a pro-rata basis. In addition, all outstanding convertible securities of Remy will be exchanged for replacement securities of the Company having economically equal terms.

The Proposed Transaction is an arm's-length transaction (as that term is defined in the policies of the TSXV Venture Exchange (the "TSXV")) as the Company is not a related party (as that term is defined in the policies of the TSXV) to Remy or any of its insiders. It is anticipated that immediately following the Proposed Transaction, the only shareholder of the Company that will hold greater than 10% of the Common Shares will be Bruce Cahill who is anticipated to be a director and senior officer of the Company following completion of the Proposed Transaction.

The Company has requested that trading of the Common Shares on the TSXV be halted. Unless the transaction with REMY fails to close, the Company does not expect the Common Shares will resume trading again until listing has been accepted by the Canadian Stock Exchange (the "CSE").

On closing of the Proposed Transaction, the Company has agreed that the resulting issuer will issue 10 million Common Share purchase warrants, each entitling the finder to acquire one Common Share at a price of $0.10 per Common Share for three years from the date of issuance.

Management and Organization

Upon closing of the Proposed Transaction, the current directors and officers of the Company will resign and be replaced by persons nominated by REMY.

Listing and Name Change

It is anticipated that in connection with the Proposed Transaction the Company will make an application to voluntarily delist (the "Delisting") the Common Shares from the TSXV and will apply to list the Common Shares on the CSE. Delisting of the Common Shares from the TSXV will be subject to disinterested shareholder approval and listing of the Common Shares on the CSE will be subject to CSE approval. Following completion of the Proposed Transaction, the Company intends to change its name to "Remy Biosciences Inc.".

Offering

In connection with the Proposed Transaction, REMY intends to complete a best efforts private debt financing (the "Offering") of a minimum of US$600,000 and a maximum of US$800,000 of indebtedness from its current debt investors and/or shareholders bearing interest at a rate of 10% per annum and such other terms upon which REMY and the Company agree to.

Completion of the Proposed Transaction is subject to the satisfaction of customary closing conditions, including:

  • The execution of definitive documents;
  • Receipt of all required approvals and consents relating to the Proposed Transaction and the delisting of the Common Shares, including, without limitation, all approvals of the shareholders of the Company and REMY, under applicable corporate and securities laws, the TSXV's approval of the delisting of the Common Shares, and the CSE's conditional approval for the listing of the Common Shares; and
  • The completion of the Offering.

About REMY

REMY is a corporation incorporated under the laws of Nevada. REMY is a global biotech company engaged in the development, production and sales of controlled-dose alternative delivery products in the worldwide medicinal and adult use cannabis markets. Remy's patented and patent pending product offerings include transdermal patches and sublingual pills that provide systemic bioavailability and consistent fast-acting dosing.

The change of business will be subject to shareholders' approval and the Company anticipates calling a special meeting of its shareholders in the coming months. Further details of the Proposed Transaction will be included in subsequent news releases and disclosure documents to be filed by the Company in connection with the Proposed Transaction.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Arvin Ramos, Chief Financial Officer

Tel: (416) 271-3877

Cautionary Note

Completion of the Proposed Transaction, is subject to a number of conditions, including but not limited to, TSXV and CSE acceptance and, if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release. Further details of the Transaction will be included in subsequent news releases and disclosure documents to be filed by the Company.

Forward-Looking Information and Statements

This press release contains certain "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the Proposed Transaction, expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, the timing for completing the Proposed Transaction, expectations for the effects of the Proposed Transaction or the ability of the combined company to successfully achieve business objectives, expectations as to economic, business, and/or competitive factors.

By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are 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 information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and securityholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/56129

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