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VANCOUVER, BC, Nov. 18, 2022 /CNW/ – Mind Cure Health Inc. (CSE:MCUR) (OTCQB:MCURF) (FRA: 6MH) (“Mind Cure“or the”Company“) today announced that it has signed a binding Letter of Intent (the “LOI“) with LNG Energy Group Inc. (“LNG Energy“) pursuing to which the Company will acquire all of the issued and outstanding securities in the capital of LNG Energy by way of a business combination transaction (the “transaction“).
The parties intend to enter into a definitive agreement in respect of the Transaction (the “Definitive Agreement“) by December 31, 2022or such other date as may be agreed to by LNG Energy and the Company.
It is currently anticipated that the Transaction will be effected by way of a plan of arrangement pursued to the Business Corporations Act (British Columbia), or some other similar form of transaction, involving LNG Energy and a wholly-owned subsidiary of the Company which will constitute a reverse-takeover of the Company by LNG Energy. The resulting issuer that will exist upon completion of the Transaction (the “Resulting Issuer“) will change its business to that of LNG Energy. The Transaction is an arm’s length transaction and is expected to close in the first quarter of 2023.
If the Transaction is completed, it is anticipated that the board of directors of the Resulting Issuer shall be reconstituted to consist of such directors as LNG Energy and the Company shall determine, and certain officers of the Company shall resign and be replaced with officers appointed by the new board of directors.
Completion of the Transaction is subject to a number of conditions, including, among other items: the entering into of the Definitive Agreement; the consolidation of the Company’s existing share capital on a 2.4-for-1 basis or such other basis as mutually determined by LNG Energy and the Company (the “Consolidation“); the Company changing its name to “LNG Energy Group Inc.” or such other mutually determined name; completion of the Private Placements and Debt Financing (as described below); the acquisition by LNG of a company which holds operating oil and gas field properties in South America;receipt of all required shareholder, …