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Agreement to acquire Aibeida Lifetech Ltd. and change of business


Agreement to acquire Aibeida Lifetech Ltd. and change of business

Canada NewsWire



VANCOUVER, July 31, 2018 /CNW/ - Pacific Link Mining Corp., Vancouver, B.C. (the "Company" or "Pacific Link") The Company is pleased to announce that on July 16, 2018 it entered into a letter agreement (the "Letter Agreement"), with Aibeida Lifetech Ltd. ("Aibeida"), Hang Zhou Aibeida Technologies Co. Ltd. ("HZAT"), Clever Splendor Limited ("Clever Splendor") and H.K. Gimaras Industrial Co. Ltd.  ("Gimaras") pursuant to which the Company will acquire all of the issued and outstanding shares of Aibeida from Clever Splendor and Gimaras (the "Proposed Transaction").  

Upon completion of the Proposed Transaction, the Company will continue on with the business of Aibeda, with Aibeida as its wholly-owned, operating subsidiary, and will change its name to Gima Lifetech Corporation which more accurately reflects the business of Aibeida (the Company after the Proposed Transaction being referred to herein as the "Resulting Issuer"). The Proposed Transaction will constitute a change of business of the Company.

Aibeida is a life science company, incorporated in Hong Kong and involved in extraction of cannabis derivatives from marijuana and industrial hemp, the sale and distribution of customized extraction equipment and technology, and research and development of nutrition products, food additives, botanical and animal extracts, pharmaceutical intermediates and finished products from cannabis derivatives. HZAT has developed a proprietary technology platform (the "IP Rights") with strong separation capability, high extraction efficiency, and low processing costs than traditional extraction techniques. This technology platform has been successfully applied to the industrial production of tea polyphenols, Stevia, ginkgo flavonoids, Ginsenosides, vitamins, resveratrol, and other products.

The IP Rights are co-owned by Aibeida and HZAT, each as to a 50% interest.  HZAT is a company related to Aibeida and is based in Hangzhou, the Peoples Republic of China.  HZAT also manufactures various equipment which incorporates the IP Rights and has granted to Aibeida the exclusive distribution rights for the equipment worldwide, except within the Peoples Republic of China. Aibeida is currently establishing two extraction facilities, one in the State of Oregon, USA, and the second in Poland.  Aibeida plans to identify and pursue further project opportunities for extraction and the supply of equipment as well as other opportunities where the IP Rights might be employed for commercial gain.

Aibeida is a newly incorporated company with no history of operations or revenues.  It has no material liabilities and its only assets consist of a 50% interest in the IP Rights and certain equipment and contractual rights acquired by it from HZAT for an agreed value of RMB 15,970,000 (approximately $3,050,000 Canadian).  The consideration for the acquisition of these assets by Aibeida was satisfied by the issuance of common shares in the capital of Aibeida.  By private agreement among HZAT, Clever Splendor and Gimaras, the shares of Aibeida were issued directly to Clever Splendor (as to a 51% interest) and to Gimaras (as to a 49% interest).

Clever Splendor is a private company controlled by Dr. Shuang Xie of Vancouver, British Columbia.  Dr. Xie holds a Ph.D. in Chemistry from Queen's University in Kingston, Ontario, and has extensive experience with  extraction separation technology and purification systems.  She has partnered with extraction experts and engineers in various extraction projects for manufacturers and carried out related project assessments, process improvements, equipment set up, production line construction and product and product formulation. Dr. Xie also serves as an expert consultant to the Chinese government and the Zhejiang University Innovation Research Institute.  Dr. Xie will be appointed to the Board of Directors of the Resulting Issuer upon completion of the Proposed Transaction.

Gimaras is a private company owned by Mr. Guomiao Ji of Hangzhou, China. Mr. Ji is the Chairman of the Board of Directors of Zhejiang Gimaras New Materials Co. Ltd., which holds a 49% interest in HZAT.  Mr. Ji has extensive experience in the development of natural materials using hemp and silk in China.  Mr. Ji will be appointed to the Board of Directors of the Resulting Issuer upon completion of the Proposed Transaction.

The business of Aibeida is considered by the TSX Venture Exchange ("TSXV") to be one which provides ancillary service activities to the marijuana industry and, as such, the Resulting Issuer will not qualify for listing on the TSXV.  Accordingly, the Company proposes to make application to the Canadian Securities Exchange (the "CSE") to list the common shares of the Resulting Issuer.  There is no assurance that the CSE will accept the Resulting Issuer for listing.

Proposed Transaction

It is anticipated that the Letter Agreement is to be superseded by a definitive agreement (the "Definitive Agreement") among the Company, Aibeida, HZAT, Clever Splendor and Gimaras with such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature.  The Proposed Transaction remains subject to certain conditions precedent including, among other things, the completion of satisfactory due diligence by the Company, the approval of the Proposed Transaction by the Company's shareholders at a duly convened meeting, the completion of the financing described below, the acceptance for listing of the Resulting Issuer by the CSE and the acceptance by the TSXV of delisting of the Company's shares from the TSXV.  The delisting of the Company's shares from the TSXV will be subject to the approval of the majority of the votes cast by the holders of shares of the Company who vote at the meeting, other than promoters, directors, officers and other insiders of the Company and any proposed recipient of shares pursuant to the Proposed Transaction and their Associates and Affiliates (each as defined under TSXV policies).

Pursuant to the Proposed Transaction, the shareholders of Aibeida will receive one common share in the capital of the Company in exchange for each common share in the capital of Aibeida held by such shareholder at the time of closing the Proposed Transaction.  It is anticipated that a total of 15,980,000 common share of the Company will be issued to the Aibeida shareholders which will represent about 40% of the outstanding shares of the Company before the completion of the Concurrent Financing discussed below.  The shares to be issued to the Aibeida shareholders are expected to be subject to escrow provisions imposed pursuant to policies of the CSE.

Pending completion of the Proposed Transaction, the Company proposes to loan Aibeida up to $200,000 to be used by Aibeida to fund its business operations in Oregon (the "Loan").  The Loan shall be interest free and be repayable on demand in the event that Proposed Transaction is for any reason terminated.  The Loan shall be evidenced by a loan agreement between the parties which, among other things, will provide for a pledge of Aibeida's issued shares by the Aibeida shareholders as security for repayment of the Loan. A condition of the Loan is that Aibeida provide the Company with an acceptable operating budget for the Aibeida's project in Oregon.  

In conjunction with the Proposed Transaction, the Company also plans to conduct a financing to raise up to $5,000,000.  The financing will consist of up to 25,000,000 common at a price of $0.20 per share. The net proceeds of the Concurrent Financing will be used for the further development and expansion of Aibeida's business and for general working capital purposes.  Finder's fees and commissions may be payable in connection with the financing as permitted under the policies of the TSXV and CSE.  Further details with respect to the financing will be announced when finalized.

Following completion of the Proposed Transaction, it is anticipated that the Board of Directors of the Resulting Issuer will be comprised of 5 Directors, being Dr. Shuang Xie and Mr. Guomiao Ji (described above), Dr. Ken Z. Cai, who currently serves as a director of the Company, and two additional Directors yet to be identified. Dr. Cai holds a Ph.D. in mineral economics from Queens University in Kingston, Ontario, Canada and has over 25 years of experience in mineral exploration, project evaluation, corporate financing and company management. Dr. Cai has served as a director of several publicly-traded and private Canadian and Chinese companies. He serves as the Chairman, Chief Executive Officer and a Director of Minco Silver Corporation, President and Director of Minco Base Metals Corporation, Chief Executive Officer and a Director of Minco Gold Corporation.

The Company is currently in the process of identifying suitable candidates to fill the remaining two Board positions  and the positions of the Chief Executive Officer and Chief Financial Officer of the Resulting Issuer.  Further announcements will be made by the Company once these individuals have been identified.  It is anticipated that Dr. Michael Doggett and Jennifer Trevitt, who currently serve as Directors of the Company, will resign from the Board of the Company on completion of the Proposed Transaction.

The Proposed Transaction was negotiated by the parties on an arm's length basis.  Accordingly, it does not constitute a Non-Arm's Length Transaction as defined by the policies of the TSX Venture Exchange and does not constitute a related party transaction or business combination under Multilateral Instrument 61-101.

Further details about the Proposed Transaction and the Resulting Issuer will be provided in a comprehensive press release when the parties enter into a Definitive Agreement and in the disclosure document to be prepared and filed in respect of the Proposed Transaction.

Pacific Link is a Vancouver based Canadian company, trading on the NEX board of the TSX Venture Exchange under the symbol PKC.H.

Completion of the Proposed Transaction is subject to a number of conditions, including CSE acceptance and shareholder approval. The Proposed Transaction cannot close until the required shareholder approvals are 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 information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction, including the proposed change of business, may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

Neither the TSX Venture Exchange or the Canadian Securities Exchange has in no way passed upon the merits of the Proposed Transaction and have not approved nor disapproved the contents of this press release.


"Ken Cai", President

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.

SOURCE Pacific Link Mining Corp.

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