VANCOUVER, BRITISH COLUMBIA – November 23, 2017 – Stone Ridge Exploration Corp. (CSE:SO) (“Stone Ridge” or the “Company”), is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) with Sproutly Inc. (“Sproutly”) which outlines the general terms and conditions of a proposed transaction (the “Proposed Transaction”) that will result in Stone Ridge acquiring all of the issued and outstanding shares of Sproutly issued and outstanding at the time of closing (the “Sproutly Shares”).
Shareholders of Sproutly will essentially receive two (2) post-consolidation common shares in the capital of Stone Ridge (“Stone Ridge Shares”), in exchange for each common share in the capital of Sproutly held by such shareholder at the time of closing. Prior to and as a condition precedent to closing, Sproutly will have acquired all of the issued and outstanding shares of Toronto Herbal Remedies Inc. (“THR”), as discussed below. It is expected that following the closing of the Proposed Transaction, the Resulting Issuer (as defined below) will have 97,050,502 common shares issued and outstanding on a post-transaction basis.
The Proposed Transaction is currently expected to be completed by way of a three cornered amalgamation, or an acquisition of the Sproutly Shares by merger, amalgamation, plan of arrangement, reorganization, business combination, sale of all or substantially all of the assets, or exchange of assets or securities in a similar transaction between Stone Ridge and Sproutly or other similar transaction which will result in Sproutly becoming a wholly-owned subsidiary of Stone Ridge.