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Its taken a Year but FINALLY News that

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Sam Dan Member Level  Tuesday, 12/18/18 08:11:20 PM
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Its taken a Year but FINALLY News that could MAKE this
company really worth while.

Upper Canyon Minerals Corp. has entered into a letter of intent (LOI), effective Nov. 30, 2018, which sets out the basic terms and conditions for the acquisition by the company of all of the issued and outstanding securities of 10828416 Canada Inc. (108) in exchange for securities of the company. The Acquisition will result in the listing for trading of the Company on the Canadian Securities Exchange (the "CSE"). Upon successful completion of the Acquisition, the Company will cease operations as a mineral exploration company and will begin operating in the cannabis industry, as further detailed below.

10828416 Canada Inc.

108 is a Canadian corporation that owns the trade name Cannmax(TM), a hemp derived CBD (Cannabidiol) brand focused in the beverage sector, with an emphasis on overall health and wellness. The Company has the technology to infuse CBD into a variety of premium food and beverage products, including CBD infused teas, waters, non-alcoholic beverages, sports drinks, and a variety of other CBD finished goods. Upper Canyon Minerals Corp.

The Company exists under the laws of British Columbia, is a reporting issuer in British Columbia and Alberta and its shares are listed on the TSX Venture Exchange (the "Exchange"). The Company is Vancouver based and was previously involved in mining exploration but has since elected to undergo a change of business due to current market conditions.

Proposed Acquisition

The Company and 108 have entered into the LOI, which sets out certain terms and conditions pursuant to which the proposed Acquisition will be completed whereby 108 will become a wholly owned subsidiary of Upper Canyon. The transaction terms outlined in the LOI are non-binding, and the Acquisition is subject to the parties successfully entering into a definitive agreement (the "Definitive Agreement") in respect of the Acquisition on or before January 14, 2019 or such other date as the Company and 108 may mutually agree.

The LOI also contemplates other material conditions precedent to the closing of the Acquisition (the "Closing"), including customary due diligence, receipt of all necessary regulatory, corporate and third party approvals, compliance with all applicable regulatory requirements, and all requisite board and shareholder approvals being obtained.

It is anticipated that the Closing will involve, among other things, the following steps, which may be amended if the parties mutually agree that such form would better satisfy their objective (including but not limited to, tax efficiency to the parties):

the shareholders of 108 will receive common shares in the capital of the Company (the "Upper Canyon Shares") in exchange for their shares in the capital of 108 (the "108 Shares") on the following basis:

Upper Canyon will issue (pro-rata) 30,000,000 Upper Canyon Shares to the shareholders of 108 Class A Shares; and

Upper Canyon will issue (pro-rata) 13,000,000 Upper Canyon Shares to the shareholders of 108 Class B Shares.

receipt of all director, shareholder and regulatory approvals relating to the Acquisition including, without limitation, the approval of the Exchange; and

each of the parties shall have executed, delivered and performed their respective covenants as outlined in the Definitive Agreement, and all representations and warranties of each party contained in the Definitive Agreement shall be true and correct at the time of Closing.

Certain of the Upper Canyon Shares issuable pursuant to the Acquisition may be subject to the escrow requirements of the Exchange and to hold periods as required by applicable securities laws. In addition, all Upper Canyon Shares will be subject to a voluntary hold period of thirty-six (36) months from the date of issuance and released on a 10% initial release and 15% releases each 6 months when completed (the "Hold Period"). All common shares in the capital of UCM held by insiders of UCM will be subject to the Hold Period.

The acquisition of 108 will constitute a change of business for Upper Canyon, and consequently (i) it will dispose of all of its remaining mineral property interests, (ii) it will seek to delist from the TSX Venture Exchange and re-list on the CSE, and (iii) it has requested that trading of its common shares on the TSXV be halted. Unless the transaction with 108 fails to close, the Company does not expect its shares will resume trading again until listing has been accepted by the CSE.

Disclosure and Caution

Further details about the proposed Acquisition, a Concurrent Financing and the resulting issuer will be provided in a comprehensive press release when the parties enter into a Definitive Agreement and in the disclosure document to be prepared and filed in respect of the Acquisition. Investors are cautioned that, except as disclosed in the disclosure document, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.

All information provided in this press release relating to 108 has been provided by management of 108 and has not been independently verified by management of the Company. As the date of this press release, the Company has not completed a Definitive Agreement with 108 and readers are cautioned that there can be no assurances that a Definitive Agreement will be executed, or that the Acquisition will be completed."

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