Qualifying Transaction Update: Cinaport Received TSXV Conditional Approval for its Proposed Qualifying Transaction and Filed Filing Statement

September 19, 2014 12:34 PM EDT | Source: Mettrum Health Corp.

Toronto, Ontario--(Newsfile Corp. - September 19, 2014) - Cinaport Acquisition Corp. (TSXV: CPQ.H) (the "Company"), a capital pool company listed on the NEX board of the TSX Venture Exchange (the "Exchange") is pleased to announce that the Company has received conditional approval from the Exchange for its proposed Qualifying Transaction with Mettrum Ltd. ("Mettrum") as described in the Company's press releases dated June 18, 2014, July 21, 2014 and July 29, 2014 (the "Transaction"). The Company has filed on www.sedar.com a filing statement dated September 17, 2014 prepared in accordance with the policies of the Exchange and providing information with respect to the Company, Mettrum and the Transaction (the "Filing Statement").

Shareholder Approval

In connection with the Transaction, the Company has also received at its annual and special shareholders meeting held on September 15, 2014 the requisite shareholders' approval for, among other things: (i) the proposed consolidation of the Company's issued and outstanding common shares on a 14.5626 to 1 basis, (ii) the proposed change of the name of the Company to "Mettrum Health Corp.", (iii) the election of William Assini, Trevor Fencott, Norman Inkster, Michael Haines, Dr. Joshua Tepper and Donald Wright as the new directors of the resulting issuer, (iv) the adoption of the amended and restated stock option plan and, (v) the adoption of By-Law No. 1A - Advance Notice Bylaws (the "Advance Notice Bylaws"), all to take effect prior to or upon closing of the Qualifying Transaction.

The purpose of the Advance Notice Bylaws is to protect the interests of the shareholders and the Company by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. The Advance Notice Bylaws provides for a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual or special meeting of shareholders and provides for the information that a Shareholder must include in the advance notice to the Company. Notice to the Company must be made not less than 30 days nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

For more details regarding the foregoing matters that have received approval at the Company's shareholders' meeting held on September 15, 2014, please refer to the management information circular of the Company dated August 14, 2014 filed on SEDAR at www.sedar.com.

Definitive Agreements

Further to receiving the conditional approval letter from the Exchange, the Company, and its wholly owned subsidiary, 2434265 Ontario Inc., have entered into the Acquisition Agreement and the Amalgamation Agreement with Mettrum in order to complete the Transaction as contemplated in the previously announced letter of intent dated June 18, 2014 and as described in greater detail in its Filing Statement.

Closing & Trading

The closing of the Transaction is expected to take place on or around September 30, 2014 or such other date as the Company and Mettrum may agree, subject to a number of conditions, including satisfaction of the escrow release conditions of the $34.5 million private placement completed by Mettrum on July 29, 2014 as well as other customary closing conditions for a transaction of a similar nature, including, but not limited to: (i) receipt of all necessary regulatory, corporate and third party approvals, (ii) confirmation of the representations and warranties of each party to the Acquisition Agreement, and (iii) delivery of customary closing documentation.

The trading of the Company's common shares will remain halted until the Company receives the Exchange's final acceptance of the Transaction. Following closing of the Transaction, including the aforementioned share consolidation and name change to Mettrum Health Corp., and upon receipt of the Exchange's final acceptance, the post-consolidation common shares of the Company are expected to be listed on Tier 1 of the Exchange under the symbol "MT".

IR Arrangement

Mettrum entered into an Investor Relations and Capital Markets Advisory Services Agreement with an effective date of September 10, 2014 with Spinnaker Capital Markets Inc., a Toronto-based advisory firm led by Ali Mahdavi ("Spinnaker") whereby Spinnaker agreed to provide senior management with ongoing investor relations and capital markets advice, including investor outreach, trading research and investor relations content development and maintenance. It is anticipated that, upon Closing, the arrangements will encompass such advice as it relates to the Resulting Issuer.

Pursuant to the agreement with Spinnaker, Spinnaker will receive a monthly cash retainer of $8,500. Spinnaker does not currently hold, directly or indirectly, any securities in Mettrum or Cinaport, nor does Spinnaker have any right to acquire pursuant to the agreement, any securities of the Resulting Issuer.

As of the date hereof, the engagement of Spinnaker by Mettrum remains subject to review and approval by the Exchange.

About Cinaport Acquisition Corp.

Cinaport Acquisition Corp. is a Capital Pool Company listed on the NEX board of the Exchange. The Company currently has no commercial operations and has no significant assets other than cash. The principal purpose of the Company, as a Capital Pool Company, is the identification, evaluation and acquisition of assets, properties or business with a view to complete a Qualifying Transaction.

About Mettrum Ltd.

Mettrum Ltd., a Toronto-based company incorporated under the laws of the Province of Ontario on October 22, 2012, is a licensed producer under the MMPR, which came into effect on October 1, 2013. Mettrum received its license from Health Canada on November 1, 2013 and began production of medical cannabis on the same date. Mettrum was the third company in Canada to receive a license under the MMPR. From its fully integrated medical grade facility located in Bowmanville, Ontario, Mettrum commenced sales of medical cannabis under the MMPR in January 2014.

For more information, please contact:

Cinaport Acquisition Corp.
Avi Grewal, President & Chief Executive Officer
Phone: (416) 213-8118 Ext. 210
E-mail: agrewal@cinaport.com

Mettrum Ltd.

Keelan Green
Phone: (613) 220-2016
E-mail: green@prospectusassociates.com

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required approval is obtained. There can be no assurance that the Qualifying Transaction will be completed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Qualifying Transaction; the terms and conditions of the proposed Private Placement; use of funds; and the business and operations of the Resulting Issuer after completion of the proposed Qualifying Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of operations. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company and Mettrum disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this Press release.

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