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Microcap & Penny Stocks : Stateside's Canadian Microcap Board

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To: downandout who wrote (1431)1/4/2016 3:33:22 PM
From: downandout   of 1728
 
Provide a general overview and discussion of the development of the Issuer’s business and operations over the previous month. Where the Issuer was inactive disclose this fact. On November 24 we entered into a binding Commitment Letter with MKHS LLC (“MKHS”) outlining the general terms and conditions of a proposed transaction pursuant to which the Company acquires all of the issued and outstanding securities of MKHS in exchange for Company shares (the “Transaction”). The Company is proceeding to consolidate its share capital on a one-for-three basis and completing a US$450,000 funding, of which US$200,000 was closed on November 9. On December 14 we announced entering into a non-binding letter of intent with Valens Agritech Ltd. (“Valens”) outlining the general terms and conditions of a proposed transaction whereby Genovation Capital acquires all of the issued and outstanding securities of Valens in exchange for securities of Genovation Capital (the “Transaction2”). The LOI was negotiated at arm’s length and is effective as of December 11, 2015. The Company and Valens are proceeding to enter into a definitive Agreement. Both MKHS and Valens are progressing to provide their financial information for inclusion in the Company’s Information Circular to meet the requirements of the CSE and to be distributed to the Company’s shareholders ahead of an upcoming AGM/SGM to be announced. The transactions, if completed, constitute a “Fundamental Change” for Genovation Capital, as defined in Canadian Securities Exchange (“CSE”) policies. A Fundamental Change is a major acquisition accompanied by a change of control, whereby the Transaction results in a change of control. Concurrent with our November 25 news release announcing the binding agreement our shares were halted from trading, and are to remain halted until such time as all required documentation has been filed with and accepted by the CSE and permission to resume trading has been obtained. The announced 1 for 3 consolidation is pending this filing, acceptance by the CSE, and a resumption of trading.
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