West Point Enters Exclusive Licensing Agreement with Cannabix Breathalyzer Inc.
May 15 2014 - 8:00AM
Marketwired
West Point Enters Exclusive Licensing Agreement with Cannabix
Breathalyzer Inc.
VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 15, 2014) - West
Point Resources Inc. (TSX-VENTURE:WPO) (the "Company") is pleased
to announce it has entered into a binding letter of intent ("LOI")
with Cannabix Breathalyzer Inc. ("Cannabix") dated May 13, 2014,
which is developing a cutting edge marijuana breathalyzer for use
by law enforcement to test for drug-impaired drivers, in particular
drivers who are impaired due to the use of marijuana.
Cannabix's drug-impairment recognition system is based on breath
testing technology that has been developed in Sweden and has been
clinically researched and proven to be successful in testing
individuals for recent consumption of the THC component of
marijuana. Cannabix is advancing its products to enable law
enforcement personnel to use this technology to enhance detection
of marijuana impaired driving offences on North American roads at a
time when marijuana is becoming legal in many jurisdictions.
Cannabix holds patent applications on leading edge technology to
breath test for marijuana impairment. West Point will be acquiring
100% of the exclusive North American licensing rights to Cannabix's
technology.
Terms of the transaction
The LOI contemplates the company paying 7.5 million common
shares to Cannabix for the exclusive licensing of the Cannabix
Breathalyzer and issuing 7.5 million warrants exercisable at
$0.075, exercisable for one year.
Financing
The company intends to raise a minimum $500,000 via a
non-brokered financing at $0.05 cents per unit. Each Unit consists
of one common share and one-half of one non-transferable common
share purchase warrant exercisable at $0.10 cents per common share
for a period of 12 months from the date of closing. All warrants
are subject to an early acceleration provision which provides for
the mandatory exercise or expiry of the Warrants in the event West
Point's shares close at $0.13 or higher for at least 10 consecutive
trading days. In such event, the Warrants will accelerate and
expire 30 days after the Company has given notice of the
accelerated conversion to the Warrant holders. Finders' fees may be
payable in connection with the private placement in accordance with
exchange policies.
As conditions of closing, along with minimum $500,000 financing
required to be raised, Cannabix will nominate two members to the
Board of Directors of the company.
Additional milestone payments
The LOI contemplates future share payments upon reaching the
following milestones: The issuance of 7,500,000 of common shares of
West Point within 14 business days of production of prototype of
product. Furthermore, upon receipt of the final patent, the company
will issue 5,000,000 common shares of West Point.
About Cannabix Breathalyzer Inc.
Cannabix Breathalyzer Inc is privately held medical device
company that has developed a drug-testing device that can detect
Tetrahydrocannabinol (THC- the psychoactive component of marijuana
that causes intoxication) using breath samples. The science behind
the breath-testing device is based on breath testing technology
developed at the Karolinska University in Sweden and perfected by
the founders of Cannabix Breathalyzer Inc. The device provides
rapid detection of THC and can be used roadside to identify drivers
intoxicated by the use of marijuana. The device can also be useful
for other practical applications such as testing employees in the
workplace where intoxication by THC can be hazardous.
The founders and current shareholders of Cannabix Breathalyzer
include:
Mr. Kal Malhi:
Mr. Malhi is a Vancouver-based entrepreneur and the founder of
Cannabix Breathalyzer Inc. Mr. Malhi is a retired member of the
Royal Canadian Mounted Police and is also President of BullRun
Group, a private investment company specializing in early stage
business development. Mr Malhi brings a wealth of business and law
enforcement experience to the management team and is cognizant of
the issues of protecting individuals' rights to privacy while
maximizing public safety through law enforcement initiatives.
Dr. Raj Attariwala:
Dr. Attariwala, MD, PhD, FRCPC, FANM is a Vancouver based dual
board certified Radiologist and Nuclear Medicine physician
certified in both Canada and the United States. He holds a
doctorate in Biomedical Engineering from Northwestern University
(Evanston, IL).
Dr. Attariwala has worked closely with the breath testing
technology developed by the Karolinska Institute and Dr. Olof Beck
and utilized his educational training and background in biomedical
engineering to formulate product design and patent applications for
Cannabix Breathalyzer products. Dr. Attariwala also has several
other medical device patents under developments in the field of
nuclear medicine.
Dr. Bruce Goldberger:
Bruce A. Goldberger, PhD, DABFT, is the director of University
of Florida Health Forensic Medicine, a professor, and the director
of toxicology for the Department of Pathology, Immunology and
Laboratory Medicine in the College of Medicine at the University of
Florida
He also performs as the technical and administrative director of
the University of Florida Forensic Toxicology Laboratory, which
provides toxicological services to medical examiner offices and
state and local law enforcement agencies throughout the state. In
his other roles, Dr. Goldberger is the editor-in-chief of the
Journal of Analytical Toxicology; the president of the American
Board of Forensic Toxicology; and was a past-president of the
American Academy of Forensic Sciences.
Halt in trading
The transaction will constitute an arm's length change of
business ("COB" as defined in the policies of the TSX Venture
Exchange) of West Point. Upon completion of the transaction, it is
expected that the company will be classified as a technology
company.
Trading of West Point shares on the TSX Venture will remain
halted until the transaction is completed. The company intends to
delist from the TSX Venture Exchange and apply for a listing on the
Canadian Securities Exchange (the CSE). Completion of the
transaction is subject to a number of conditions, including
shareholder approval, among other conditions. The transaction
cannot close until the required shareholder approval is obtained.
There can be no assurance that the transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
Management Information Circular and/or Filing Statement to be
prepared in connection with the transaction, any information
released or received with respect to the COB may not be accurate or
complete and should not be relied upon. Trading in the securities
of West Point should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release.
We seek Safe Harbor.
On behalf of the Board of Directors
Rav Mlait, President and CEO
West Point Resources Inc.
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.
West Point Resources Inc.(604)
551-7831604-676-2767info@westpointresources.comwww.westpointresources.com
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