Mondias Natural Products Inc. Announces Closing of Qualifying Transaction

MONTREAL, Nov. 23, 2018 /CNW/ - Mondias Natural Products Inc. (TSXV: NHP) ("Mondias" or the "Company") is pleased to announce that on November 14, 2018, it closed its previously announced transaction (the "Transaction") with Element 79 Capital Inc. ("Element").

The Transaction consisted of a transaction that resulted in the reverse take-over of Element by the shareholders of Mondias by virtue of acquiring 100% of the equity interest of Mondias. In connection with the reverse take-over, an aggregate of 41,882,760 common shares were issued at a deemed value of $4,397,689.80. Pursuant to the acquisition of Mondias, an aggregate of 6,882,760 warrants to purchase 6,882,760 common shares at an exercise price of $0.25 per share until June 20, 2020 were granted to Mondias' existing warrantholders. The Transaction constituted Element's "Qualifying Transaction" as such term is defined in Policy 2.4 of the TSX Venture Exchange (the "TSX-V").

Prior to completion of the Transaction, Element consolidated its common shares on a 1 for 1.5 basis. As part of the Transaction, Element changed its name from "Element 79 Capital Inc." to "Mondias Natural Products Inc.".

As a result of the Transaction, Mondias is now a wholly-owned subsidiary of Element, and Element will continue the business of Mondias which consists in the commercialization and development of evidence-based botanical products and natural health products for the health care and bio agriculture markets. For additional information concerning Mondias' business, please refer to Element's filing statement with respect to the Transaction dated October 29, 2018 (the "Filing Statement"), which has been filed under Element's SEDAR profile at www.sedar.com.

Concurrently to the Transaction, Mondias has closed a non-brokered private placement for total gross proceeds of $1,390,725 consisting of the issuance of 13,245,000 post- consolidation common shares of Mondias (the "Private Placement"). No Related Parties (as such term is defined in applicable laws) were part of the Private Placement and no subscriber became an Insider of Mondias on closing of the Private Placement.

Prior to the Transaction, Element was a Capital Pool Company (as defined under the policies of the TSX-V) and had not commenced commercial operations other than identifying and evaluating potential business acquisitions that would qualify as its Qualifying Transaction and had no assets other than cash. The TSX-V granted a sponsorship waiver for this Qualifying Transaction.

Final acceptance of the Transaction will occur upon the issuance of a Final Exchange Bulletin by the Exchange. Upon issuance of the Final Exchange Bulletin, the Company will cease to be a Capital Pool Company and will recommence trading on the Exchange as a Tier 2 issuer. Trading in the common shares of the Company will begin on the Exchange after the Final Exchange Bulletin has been issued under the symbol "NHP".

Management of Mondias expects that the Final Exchange Bulletin will be issued within the next week. Pursuant to the Exchange's policies, there will be a delay of 2 business days between the issuance of the Final Exchange Bulletin and resumption to trading.

Following the completion of the Transaction (on a post-acquisition basis), the Company has a total of 63,135,805 common shares issued and outstanding, as well as: (i) common share purchase warrants exercisable to purchase up to 6,882,760 additional common shares of the Company at an exercise price of $0.25 per share until June 20, 2020; and (ii) stock options exercisable to purchase up to 400,402 additional common shares at an exercise price of $0.225 per share.

An aggregate of 36,333,334 common shares are subject to escrow pursuant to TSX-V escrow requirements. An aggregate of 35,000,001 common shares issued to principals pursuant to the qualifying transaction will be subject to a Tier 2 Value Escrow Agreement instead of a Tier 2 Surplus Escrow Agreement as previously disclosed in the Qualifying Transaction filing statement.

As a result of the closing of the Transaction, the directors and executive officers of the Company are expected to be:

In addition to the Company's directors and officers, Mr. Robert Brouillette will also be considered to be an insider of the Company by virtue of holding more than 10% of the issued and outstanding securities of the Company.

Further details about the Transaction and the Company as the resulting issuer from the closing of the Transaction are available in the Filing Statement The summary of the Transaction set out herein is qualified in its entirety by reference to the description of the Transaction in the Filing Statement.

Forward-Looking Information

This press release contains forward-looking information based on current expectations. Statements about the date of trading of the Company's common shares on the Exchange and final regulatory approvals, among others, are forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.

NEITHER THE 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 Mondias Natural Products Inc.