CNX Holdings Enters Amalgamation Agreement with Theia Resources

Press Release

TORONTO, July 9, 2018 – CNX Holdings Inc. (“CNX”) announced it recently entered a binding Amalgamation Agreement with Theia Resources Limited (TSXV:THH) (“Theia”) to complete a transaction (the “Proposed Transaction”). The Transaction, if completed, will result in the reverse takeover of Theia by the current shareholders of CNX. The Amalgamation Agreement was negotiated at arm’s length and was effective June 29, 2018.

CNX, through one of its wholly-owned subsidiaries, is currently overseeing an intensive conversion of a greenhouse to prepare it for large-scale hydroponic cannabis cultivation, processing and production. The 430,000 square foot greenhouse is strategically positioned and within close proximity to the lucrative, tourism-driven Las Vegas adult-use and medical cannabis market. To date, more than 4,900 hours of construction and renovation work have been completed on the greenhouse. Planting in the facility will begin late 2018 and will be fully operational in early 2019. The Las Vegas Convention and Visitors Authority cites more than 55 million tourists are forecasted to visit the city in 2018.

Trading in the Theia Shares on the TSXV is halted at present. Unless the Proposed Transaction fails to close, Theia does not expect its shares will resume trading again until listing has been accepted by the CSE. The Proposed Transaction constitutes a “reverse takeover” under the rules of the TSXV.

CNX completed its first financing of USD $26.7 million in March 2018. Prior to or concurrently with completion of the Proposed Transaction, CNX intends to complete one or more private placement financings to raise gross proceeds of up to USD $50 million by the sale of its Class A common voting shares.

CNX has scheduled a Special Shareholders Meeting on Friday, August 17 at 10:30 am (Pacific Time) at Fasken Martineau’s Vancouver Office located at 550 Burrard Street, Suite 2900.

For further information with respect to the Proposed Transaction, please refer to the press release dated July 9, 2018 and posted under Theia’s issuer profile on SEDAR at

All media and investor relation inquiries should be directed to:
Investor Relations
CNX Holdings Inc.
20 Richmond Street East, Suite 600
Toronto, ON
M5C 2R9

About CNX Holdings Inc.

CNX is currently a privately held, Ontario based company with strategic investments in the cannabis sector through its wholly-owned subsidiaries. The company’s wholly-owned subsidiaries are located in Nevada where it is currently converting the largest commercial scale greenhouse in the State. The 430,000 square foot facility will be used for cannabis cultivation as well as the processing, production and high-volume packaging of dry flower, cannabis oils, concentrates and infused products.

About Theia Resources Ltd.

Theia Resources Ltd. is an exploration company focused on precious metals deposits located in politically stable jurisdictions. The company intends to leverage management’s network and experience within the exploration and finance sector to maximize shareholder value.

Forward Looking Statements

Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in CNX’s public documents. When used in this news release, words such as “will, could, plan, estimate, expect, intend, may, potential, believe, should,” and similar expressions, are forward- looking statements.
Forward-looking statements may include, without limitation, statements relating to the Proposed Transaction, the execution of the Company’s strategy, new opportunities, future growth, as well as the intended listing of securities on the Canadian Securities Exchange and other statements.

Although CNX has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects that are engaged in activities currently considered illegal under US federal law; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change.

There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. As a result of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.

Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. CNX disclaims any intention or obligation to update or revise such information, except as required by applicable law, and CNX does not assume any liability for disclosure relating to any other company mentioned herein.

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