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Element 79 Capital Provides Update on Qualifying Transaction with Mondias Natural Products


Element 79 Capital Provides Update on Qualifying Transaction with Mondias Natural Products

– Element 79 shareholders approve name change and 1.5:1 consolidation

– Mondias completes acquisition of Holizen

– $599,560 raise to close concurrently with the QT

Montréal, Québec (FSCwire) – Element 79 Capital Inc. (TSXV: EMS.H) (“Element 79”) is pleased to provide an update on its previously-announced (see news release dated August 16, 2017) proposed acquisition of Mondias Natural Products Inc. (“Mondias”) and related matters. The transaction, once consummated, will result in a reverse take-over of Element 79 by the shareholders of Mondias (the “Transaction”). Element 79 is currently a capital pool company and the Transaction is intended to constitute its “Qualifying Transaction”, as such term is defined in the policies of the TSX Venture Exchange (the “TSXV”).

Element 79 is pleased to confirm that at its annual and special meeting held on December 20, 2017, shareholders approved, among other things, the proposed consolidation of all of the issued and outstanding common shares of Element 79 on the basis of one new common share (a “Resulting Issuer Share”) for every 1.5 common shares issued and outstanding, and the name change of the corporation to “Mondias Naturals Inc.”, or such other name that the board of directors may determine. The consolidation and name change will only be effected as part of the closing of the Transaction.

In connection with the Transaction, and as a condition of closing, Element 79 and Mondias are arranging a non-brokered private placement (“Private Placement”) of up to 5,710,090 Resulting Issuer Shares at a price of $0.105 per share, for aggregate gross proceeds of up to $599,560. The Private Placement is subject to all necessary regulatory approvals, including that of the TSX Venture Exchange. The Resulting Issuer Shares issued pursuant to the Private Placement will be subject to a “hold” period of four-months and one day following the closing of the Transaction. A finder’s fee may be payable by Element 79 in connection with the Private Placement. Proceeds from the Private Placement will be used to fund the continuing business objectives of Mondias as well as for general corporate purposes.

Assuming closing of the Transaction, Element 79 (the “Resulting Issuer”) will have an aggregate of 57,100,894 issued and outstanding Resulting Issuer Shares (assuming the closing of a maximum Private Placement) comprised of the following: (i) the shareholders of Element 79 will hold 8,008,044 Resulting Issuer Shares (after giving effect to the 1.5:1 consolidation) or 14.02%, (ii) shareholders of Mondias will hold 41,882,760 Resulting Issuer Shares or 73.35%, (iii) arm’s length finders will hold 1,500,000 Resulting Issuer Shares or 2.63%, and (iv) the subscribers to the Private Placement will hold 5,710,090 Resulting Issuer Shares or 10%. In addition, the Resulting Issuer will have (i) 400,402 options to acquire 400,402 Resulting Issuer Shares at an exercise price of $0.225 per share and (ii) 6,882,760 warrants to acquire 6,882,760 Resulting Issuer Shares at an exercise price of $0.25 per share until June 2019.

The Resulting Issuer will continue to operate the business of Mondias.

About Mondias

Mondias is a company specialized in the development and commercialization of evidence-based botanical products for the health care and agriculture markets. The company is developing both oral and topical botanical drug agents to help manage unmet medical needs, such as fungal infections of nails and skin, insomnia, and products that provide a safe and effective alternative to synthetic drugs for the management of conditions such as acne and wound healing. The company adheres to pharmaceutical industry standards for manufacturing and clinical development.

Mondias completed the acquisition of retail health product distributor (Laboratoire Holizen) in September 2017. This division will allow Mondias to rapidly generate revenues and commercialize new health products across Canada. Holizen is a recognized brand within the natural health market. Mondias will be able to leverage this brand to expand sales of its acne, sleep, antifungal and wound care products to consumers across North America.

Mondias is commercializing botanical based specialty fertilizers with label claims of improving plant growth and crop yield. The Canadian Food Inspection Agency (CFIA) declared that this first product meet the specialty fertilizer exemption set out in Section 3.1 (3)(g) of the Fertilizers Regulations. With this exemption, Mondias can commercialize this fertilizer for use on household plants, urban gardens, lawns or golf courses or in nurseries or greenhouses. This botanical based ingredient can also be used as an adjunct to organic fertilizers to help plants resist fungal infections and boost growth and yield.

In addition, the company is actively developing botanical agents to help prevent and treat fungal infections of plants. These products would be commercialized for the organic farming industry and would provide novel approaches to prevent and treat fungal infections. Mondias has a research partnership with Department of Plant Sciences, McGill University that is partially financed by Canadian government research grants (i.e., NSERC ENGAGE, MITAC).

Mondias plans to use the same approach as with its drug development strategy: create botanical agents to be used as adjuncts to synthetic fungicides and other antimicrobials. The strategy is aimed at helping to reduce the use of synthetic pesticides in agriculture. Botanical agents are natural and readily decompose in the environment providing a new approach to helping reduce exposure of consumers and wildlife to pesticide residues.

Mondias is preparing its audited consolidated financial statements, which will be included in the filing statement that will be submitted to the TSXV and released in a subsequent press release. Description of the management team and the board of directors will also be included and released at the same time.

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 of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

Further Information

All information contained in this news release with respect to Element 79 and Mondias was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further information regarding the Transaction, please contact:

Edward Ierfino, Director, Element 79 Capital Inc.

Telephone: 514-562-1374


Andre Rancourt, CEO, Mondias Natural Products Inc.

Téléphone 819-574 8690

Email :

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed 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 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed 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 Transaction; the terms and conditions of the proposed Private Placement; use of funds; and the business and operations of the Resulting Issuer after the proposed 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 ability of the Resulting Issuer to execute and achieve its business objectives. 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. Element 79 and Mondias 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.

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