Edmonton, Alberta – (March 6, 2020) – BioNeutra Global Corporation (“BioNeutra” or the “Company”) (TSXV: BGA), is pleased to announce that it has received final TSX Venture Exchange approval with respect to the acquisition of BioNeutra HK Limited (“BioNeutra HK”) as previously announced on December 5, 2019. The Company purchased BioNeutra HK, a non-arm’s length Hong Kong domiciled corporation, as a base to expand the Company’s business into Hong Kong and other major markets in Asia. BioNeutra HK functions as an administrative office in Hong Kong handling the day-to-day business operations for the sales and marketing of VitaFiber™ in the Asia/Pacific market. The Company has acquired BioNeutra HK from the vendor for USD$30,000 in cash representing the approximate out-of-pocket expenses incurred by the vendor and the issuance of 200,000 common share purchase warrants at $0.40 for a term of five (5) years.
At the time the transaction was entered into, the acquisition would have been classified as a "related party transaction" pursuant to the policies of the TSX Venture Exchange and Multilateral Instrument 61-101 ("MI 61- 101"), as Mr. Doug Horner (the “Related Party”) at that time a director and officer of the Company and remains a director of the vendor and BioNeutra HK. However, BioNeutra determined that exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 were available. In particular, BioNeutra determined that the exemptions set out in paragraphs (a) and (b) in section 5.5 of MI 61-101 are applicable since the aggregate consideration to be paid by the Related Party does not exceed 25% of the market capitalization of BioNeutra and BioNeutra is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange. In addition, regarding the minority shareholder approval exemptions, the independent directors have determined that the exemptions set out in paragraphs (1)(a) and (b) in section 5.7 of MI 61-101 are applicable in that the aggregate consideration to be paid by the Related does not exceed 25% of the market capitalization of BioNeutra, the distribution of the securities to the Related Party has a fair market value of not more than $2,500,000 and BioNeutra is not listed on the Toronto Stock Exchange, but only on the TSX Venture Exchange.
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