FORM 7 MONTHLY PROGRESS REPORT

Transcription

1 FORM 7 MONTHLY PROGRESS REPORT Name of Listed Issuer: ALQ Gold Corp. (the Issuer ). Trading Symbol: ALQ Number of Outstanding Listed Securities: 56,033,658* * Please note this total includes 5,518,670 shares, subject to a two-for-one consolidation, previously announced but not yet effected. It also includes 25,936,818 shares under the Company s recent private placement, announced Aug 28/17, which were issued on a pre-consolidated basis. Date: February 6, 2018 This Monthly Progress Report must be posted before the opening of trading on the fifth trading day of each month. This report is not intended to replace the Issuer s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by Exchange Policies. If material information became known and was reported during the preceding month to which this report relates, this report should refer to the material information, the news release date and the posting date on the Exchange website. This report is intended to keep investors and the market informed of the Issuer s ongoing business and management activities that occurred during the preceding month. Do not discuss goals or future plans unless they have crystallized to the point that they are "material information" as defined in the Policies. The discussion in this report must be factual, balanced and non-promotional. General Instructions (a) (b) Prepare this Monthly Progress Report using the format set out below. The sequence of questions must not be altered nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State when the answer to any item is negative or not applicable to the Issuer. The title to each item must precede the answer. The term Issuer includes the Issuer and any of its subsidiaries. (c) Terms used and not defined in this form are defined or interpreted in Policy 1 Interpretation and General Provisions. Page 1

2 Report on Business for the Month End Jan 31, 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. ALQ closed the fourth and final tranche of the Company s private placement, announced Aug 28/17 by News Release, through the issue of an aggregate 6,018,712 pre-consolidated shares for gross proceeds of $1,053, On Jan 29/18 the Company s Interim Financial Statements and MD&A, for the quarter ended Nov 30/17, were SEDAR and CSE filed. They report: i) On Nov 23/17, the Company entered into a Subscription Agreement (the Agreement ) with Salvation Botanical Ltd. ( Salvation ), subscribing to 1,000,000 units (the Units ) of Salvation at a price of $0.50 per Unit. Subsequent to Nov 30/17, the Company subscribed to an additional 1,000,000 units (the Units ) of Salvation Botanical Ltd. at a price of $0.50 per Unit. Each Unit is comprised of one common share of the company (a Share ) and one-half of one common share purchase warrant (each full warrant a Warrant ) exercisable into one-half additional Share at a price of CDN$0.75 for a term of eighteen months. Salvation is a private company located in Nanaimo, British Columbia, involved in the production of high quality standardized Cannabinoid products for Licensed Producers ( LP s ), and operates one of the first analytics laboratories in Canada, accredited by Health Canada to test cannabis and derivatives for LP s, access to Cannabis for Medical Purposes Regulations ( ACMPR ) growers, approved cannabis patients, Section 56 License holders, industrial hemp producers, and any other party legally entitled to possess cannabis. Salvation holds a Narcotic Dealer s License, allowing contract extract production, with authority to extract and produce oil, capsules and tinctures within Health Canada guidelines. In 2016 Health Canada granted Salvation a Hemp Processing License ( HPL ) permitting production and sale of seed & grain derivatives. Using the name Purely Hemp Salvation has developed a line of value-added foods including Hemp Protein Powder, Hulled Hemp Seeds, Protein Bars, Hemp Butter, Capsules (Oil, Protein Powder) and Cold-Pressed Hemp Oil while building exports of value-added bulk hemp products. ii) Subsequent to Nov 30/17, the Company announced it has arranged a non-brokered private placement to raise up to $10,000,000 through the distribution of 10 million units of the Company at a price of $1.00 Page 2

3 per unit. Each unit will comprise one common share ( Shares ) and one-half of one share purchase warrant ( Warrants ), each whole Warrant entitling the holder to acquire one additional Share at $2.50 for a period of 12 months. iii) Subsequent to Nov 30/17, the Company entered into a binding agreement letter of intent with Vulcan Enterprises Ltd. ( Vulcan ) to acquire certain intellectual property rights for use of the name, approved photographs, approved images, voice, and approved likenesses of Dan Bilzerian exclusively within the cannabis industry worldwide (collectively, Licensed IP ). Vulcan is the exclusive owner of the Licensed IP, which includes the cannabis brand logos or related marks, including Burn by Bilzerian and Ignite by Bilzerian. ALQ and Vulcan have agreed to the following: (i) ALQ will receive initially a limited license to utilize the Licensed IP for its use in the Canadian cannabis industry, in exchange for ALQ issuing 5,000,000 shares to Vulcan; (ii) Vulcan will assist with the Company s utilization of the Licensed IP through personal appearances by Dan Bilzerian and utilization of Dan Bilzerian s social media accounts; and (iii) The Company will retain the exclusive option to acquire additional global and exclusive rights to Vulcan s Licensed IP for additional consideration. Closing of the above transactions is conditional upon closing of an equity financing by ALQ of at least $10,000,000. iv) Subsequent to Nov 30/17, the Company announced that it intends to change its name to Green Axis Capital Corp. and become an investment company focused on opportunities in the global cannabis sector. 2. Provide a general overview and discussion of the activities of management. In addition to developments reported in point 1, and general corporate operations, Management continued efforts to complete the requirements detailed in their Aug 28/17 News Release to (i) satisfy CSE policies regarding a change in business ; (ii) satisfy the conditions precedent prior to closing of the transaction involving Tahoe; iii) undertake the announced $4,000,000 non-brokered private placement through the distribution of its shares at $0.35 per share (on a post-consolidated basis), and iv) establish a subsidiary company in Nevada to facilitate its investments in that State. As at November 30, 2017, the Company has advanced USD$1,207,000 to Tahoe. The Company is currently amending its agreement with Tahoe to take into account such funds advanced and the timing of future advances. Page 3

4 The Company s shares will remain halted from trading on the CSE until the Company has made adequate filings with the CSE in regards to its change of business. 3. Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil and gas or other reports required under Ontario securities law. 4. Describe and provide details of any products or services that were discontinued. For resource companies, provide details of any drilling, exploration or production programs that have been amended or abandoned. 5. Describe any new business relationships entered into between the Issuer, the Issuer s affiliates or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether the relationship is with a Related Person of the Issuer and provide details of the relationship. 6. Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer s affiliates or third parties or cancellation of any financing arrangements that have been previously announced. 7. Describe any acquisitions by the Issuer or dispositions of the Issuer s assets that occurred during the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from or the disposition was to a Related Person of the Issuer and provide details of the relationship. As disclosed in point 1(i) of this report, On Nov 23/17, the Company entered into a Subscription Agreement with Salvation Botanical Ltd. ( Salvation ), subscribing to 1,000,000 units (the Units ) of Salvation at a price of $0.50 per Unit. The Company subsequently subscribed to an additional 1,000,000 units at a price of $0.50 per Unit. Each Unit is comprised of one common share of the company (a Share ) and one-half of one common share purchase warrant (each full warrant a Warrant ) Page 4

5 exercisable into one-half additional Share at a price of CDN$0.75 for a term of eighteen months. 8. Describe the acquisition of new customers or loss of customers. Not Applicable 9. Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trade-marks. As disclosed in point 1(iii) of this report, the Company entered into a binding agreement letter of intent with Vulcan Enterprises Ltd. ( Vulcan ) to acquire certain intellectual property rights for use of the name, approved photographs, approved images, voice, and approved likenesses of Dan Bilzerian exclusively within the cannabis industry worldwide (collectively, Licensed IP ). Closing of this transaction is conditional upon many requirements, including the closing of an equity financing by ALQ of at least $10,000, Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs. Not Applicable 11. Report on any labour disputes and resolutions of those disputes if applicable. Not Applicable 12. Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the proceedings. 13. Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness. At Jan 31, 2018, ALQ owed $ (to be split into 1 equal payment of $534.27) relative to the financing of their April 2017 D&O Insurance renewal. Following the agreed repayment schedule, it is expected ALQ will have repaid this amount in full by Feb 27, Provide details of any securities issued and options or warrants granted. Page 5

6 Security Number Issued Details of Issuance Use of Proceeds (1) Common Shares 6,018,712 Private Placement $0.175 per share, subject to a 4 month hold period and issued on a preconsolidated basis. The Company will be effecting a 2:1 consolidation subsequent to the private placement. Proceeds of $1,053, will be used towards ALQ s investment in cannabis related entities, and for general working capital purposes. (1) State aggregate proceeds and intended allocation of proceeds. 15. Provide details of any loans to or by Related Persons. 16. Provide details of any changes in directors, officers or committee members. 17. Discuss any trends which are likely to impact the Issuer including trends in the Issuer s market(s) or political/regulatory trends. The Company is seeking a change in business and an investment in the United States Cannabis sector. The Cannabis industry involves certain risks and uncertainties that are inherent to the product. Page 6

7 Certificate Of Compliance The undersigned hereby certifies that: 1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance. 2. As of the date hereof there were is no material information concerning the Issuer which has not been publicly disclosed. 3. The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument ) and all Exchange Requirements (as defined in CNSX Policy 1). 4. All of the information in this Form 7 Monthly Progress Report is true. Dated Feb 6, Joanne Ward Name of Director or Senior Officer Joanne Ward Signature Corporate Secretary Official Capacity Issuer Details Name of Issuer ALQ Gold Corp. For Month End January, 2018 Date of Report YY/MM/D 2018/02/06 Issuer Address 410 Donald Street, Coquitlam, BC, V3K 3Z8 City/Province/Postal Code Coquitlam, BC, V3K 3Z8 Contact Name Joanne Ward Contact Address alpha-gold@shaw.ca Issuer Fax No. ( N/A) Contact Position Corporate Secretary Web Site Address Issuer Telephone No. ( 604 ) Contact Telephone No. ( 604 ) Page 7