MEC Announces Letter Of Intent With Prime Harvest

Ryan Allway

January 10th, 2018


ME Resource Corp. (“MEC” or the “Company”) is pleased to announce that it has entered into a letter of intent dated January 1, 2018 (the “LOI”) with 1113131 B.C. LTD. (“Prime Harvest”), a private corporation existing under the laws of British Columbia. Prime Harvest has a wholly owned American subsidiary Prime Harvest LLC. Prime Harvest LLC is a corporation focused on the California medical cannabis business.

Pursuant to the LOI, MEC is proposing to complete a business combination with Prime Harvest by way of share exchange, merger, amalgamation, arrangement or similar form of transaction (the “Proposed Transaction”), whereby the security holders of Prime Harvest will become security holders of the combined entity (the “Resulting Issuer”). Upon completion of the Proposed Transaction, the Resulting Issuer will continue to carry on the business of Prime Harvest as currently constituted, under the new name “Prime Harvest” or such other name as may be approved by the board of directors of the Resulting Issuer and the CSE (the “Exchange”). The Proposed Transaction is expected to constitute a reverse takeover of MEC by Prime Harvest, pursuant to Exchange policies. In connection with the Proposed Transaction, the Resulting Issuer common shares are expected to continue to be listed on the Exchange under a new stock symbol.
MEC is considering strategic options with respect to its currently existing gas to liquid technology development business (“MEC Business”). MEC currently expects to continue development of the MEC Business through a new, wholly owned subsidiary to be incorporated prior to completion of the Proposed Transaction and plans to establish a new reporting issuer (with security holders prior to the Proposed Transaction) on or after closing that would operate the MEC Business independently.

Business of Prime Harvest
Prime Harvest is licensed and successfully operating in the largest cannabis market in the world. The Company currently holds multiple licenses including cultivation, manufacturing, retail dispensaries and delivery, while aggressively pursuing additional manufacturing, retail, and cultivation licenses throughout the western US territories and Canada.

Prime Harvest is a full-service seed-to-sale, technology-focused enterprise that provides the industry experience, services, and products needed to dominate the Medical Cannabis market, while building a foundation for long-term growth.

The Company manages the entire cannabis development pipeline, from strain development, cultivation to extraction, purification, and formulation of dose-enhanced medical devices and applications. Prime Harvest brings the rigor of biotechnology to the emerging cannabis industry, focusing on ailment-specific strain development, value added products, and vertical integration.

Transaction Summary
Pursuant to the LOI, the existing security holders of Prime Harvest will receive common shares of the Resulting Issuer in exchange for their securities of Prime Harvest. The final form of the transaction will be set forth in a definitive agreement proposed to be entered into among the parties that will replace the LOI (the “Definitive Agreement”).

An aggregate of 62,121,935 common shares of MEC are currently issued and outstanding and a further 5,890,000 common shares of MEC are reserved for issuance under incentive stock options granted to directors and officers of MEC. MEC plans to undertake a ten (10) for one (1) consolidation of its common shares in conjunction with this transaction (the “Share Consolidation”). Accordingly, there will be 6,212,193 MEC shares issued and outstanding on a post-consolidated basis. All stock options will be cancelled.

It is expected that 82,000,000 post-consolidation shares of MEC will be issued to the shareholders of Prime Harvest as consideration for 100% of the issued and outstanding common shares of Prime Harvest. Upon completion of the Proposed Transaction, there are expected to be 88,212,193 common shares issued and outstanding in the Resulting Issuer (not including the shares issued in the Private Financing and excluding securities issued pursuant to the Pubco Private Placement described below), of which security holders of Prime Harvest will own 82,000,000 or 93% and security holders of MEC will own 6,212,193 or 7%.

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, completion of the Share Consolidation, Exchange approval, and shareholder approval if required by the Exchange, securities regulatory or corporate law requirements. In addition, completion of the Proposed Transaction is subject to certain standard closing conditions, including the completion of due diligence investigations to the satisfaction of each of MEC and Prime Harvest, execution of a Definitive Agreement, and there being no material adverse change in the business of MEC or Prime Harvest prior to completion of the Proposed Transaction.

In connection with the Proposed Transaction, Prime Harvest plans to undertake an equity financing raising maximum gross proceeds of $2,000,000 at a price of $0.50 per common share (the “Private Financing”). In addition, the Resulting Issuer plans to undertake a private placement offering of up to 10,000,000 subscription receipts at a price of $1.00 per subscription receipt for gross proceeds of up to $10,000,000 (the “Pubco Private Placement”). Each subscription receipt will automatically convert into a common share of the Resulting Issuer on closing of the Proposed Transaction.

The parties also anticipate that in conjunction with and upon closing of the
Proposed Transaction, the board of directors of the Resulting Issuer shall consist
of five directors nominated by Prime Harvest. All current directors and officers of
MEC shall resign on closing of the Proposed Transaction.

Trading of the common shares of the Company has been halted and will remain halted in accordance with Exchange policies until all required documentation with respect to the Proposed Transaction has been received and the Exchange and securities regulatory authorities are otherwise satisfied that the halt should be lifted.

A press release setting out further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange, which will include a summary of the Definitive Agreement and transaction consideration, summary financial information of Prime Harvest biographical information on the proposed directors and officers of the Resulting Issuer, and other relevant information regarding the Proposed Transaction and related financings.

Ryan Allway

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.

Network Partners

Follow Us on Social Media

About CFN Media

CFN Media (CannabisFN) is the leading creative agency and media network dedicated to legal cannabis. We help marijuana businesses attract investors, customers (B2B, B2C), capital, and media visibility. Private and public marijuana companies and brands in the US and Canada rely on CFN Media to grow and succeed.

CFN launched in June of 2013 to initially serve the growing universe of publicly traded marijuana companies across North America. Today, CFN Media is also the digital media choice for the emerging brands in the space.

Learn How Your Company can Be Covered on CFN Media

Learn More About the CFN Media Sponsored Content Program is not a financial advisory or advisor, investment advisor or broker-dealer and do not undertake any activities that would require such registration. The information provided on (the ‘Site’) is either original financial news or paid advertisements drafted by our in house team or provided by an affiliate., a financial news media and marketing firm enters into media buys or service agreements with the companies which are the subject to the articles posted on the Site or other editorials for advertising such companies. We are not an independent news media provider and therefore do not represent or warrant that the information posted on the Site is accurate, unbiased or complete. received fees for producing and presenting high quality and sophisticated content on along with financial and corporate news.

Disclaimer: Except for the historical information presented herein, matters discussed in this article contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Emerging Growth LLC dba TDM Financial, which owns CannabisFN, is not registered with any financial or securities regulatory authority, and does not provide nor claims to provide investment advice or recommendations to readers of this release. Emerging Growth LLC dba TDM Financial, which owns CannabisFN, may from time to time have a position in the securities mentioned herein and will increase or decrease such positions without notice. For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. Emerging Growth LLC dba TDM Financial, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity- based compensation in the companies it writes about, or a combination of the two. For full disclosure please visit:

Copyright © TDM Financial LLC · All Rights Reserved · Privacy Policy · Legal Disclaimer