Magen Ventures Announces TSXV Conditional Acceptance and Filing of Filing Statement for Its Qualifying Transaction

Toronto, Ontario--(Newsfile Corp. - November 2, 2022) - Magen Ventures I Inc. (TSXV: MAGN.P) ("Magen" or the "Company") is ‎pleased to announce that it has received conditional acceptance from the TSX Venture Exchange ‎‎("TSXV") for the closing of its proposed qualifying transaction (the "Qualifying Transaction") ‎with Grey Wolf Animal Health Inc. ("Grey Wolf") and has filed its filing statement in connection with the ‎Qualifying Transaction (the "Filing Statement").‎

Further to its news release dated March 17, 2022, Magen will acquire all of the ‎issued and outstanding securities of Grey Wolf by way of a three-cornered amalgamation whereby Grey Wolf will ‎amalgamate with a wholly-owned subsidiary of Magen. In connection with the Qualifying ‎Transaction, Magen will change its name to Grey Wolf Animal Health Corp. (the "Resulting ‎Issuer"). It is anticipated that the common shares of the Resulting Issuer will trade under the ticker ‎‎"WOLF".‎

The completion of the Qualifying Transaction is subject to a number of conditions including, but ‎not limited to, receipt of all required regulatory approvals, including final TSXV acceptance, and ‎satisfaction of other customary closing conditions. Assuming all conditions for closing are satisfied, ‎closing of the Qualifying Transaction is expected to occur on or about November 15, 2022 or such other date as ‎Magen and Grey Wolf may determine.‎

For further information regarding the Qualifying Transaction, please see the Filing Statement, which ‎is available under Magen's profile on SEDAR at www.sedar.com. ‎

About Magen

Magen is a Capital Pool Company (as defined in the policies of the TSXV) listed on the TSXV having been incorporated under the Business Corporations Act (Ontario) on February 9, 2021. Magen has no commercial operations and no assets other than cash.

About Grey Wolf

Grey Wolf, founded by a veterinarian, is a diversified animal health company focused on bringing to market a broad portfolio of products that meet the unmet needs of veterinarians, pets and clinics across Canada. Grey Wolf is a corporation existing under the Business Corporations Act (Ontario) and was amalgamated on December 31, 2020.

For further information contact:

Jesse Kaplan
Tel: (647) 638-8740
jkaplan@plazacapital.ca

Cautionary Note 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, conditions and timing of the proposed Qualifying Transaction and the parties' ‎ability to satisfy closing conditions and receive necessary approvals, including final TSXV ‎acceptance. 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, satisfaction or waiver of all applicable conditions to the completion ‎of the Qualifying Transaction (including receipt of all necessary shareholder, stock exchange and ‎regulatory approvals or consents, and the absence of material changes with respect to the parties ‎and their respective businesses). 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. ‎Magen and Grey Wolf 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.‎

Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Transaction, any information released or received with respect to the 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 TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/142853