LAS VEGAS and JACKSBORO, Texas, Dec. 15, 2023 (GLOBE NEWSWIRE) -- Verde Bio Holdings, Inc. (OTC:VBHI) ("Verde"), an emerging oil and gas royalty company, and SensaSure Technologies, Inc. (OTCQB:SSTC) ("SSTC") today announced that Verde has entered into an agreement and plan of merger (the "Merger Agreement") with SSTC and Formation Minerals Inc. ("FM"), a wholly-owned subsidiary of SSTC, pursuant to which Verde will merge with and into FM, with FM continuing as the surviving entity resulting from the merger (the "Merger").
The closing of the Merger is subject to the satisfaction or waiver of various conditions, including the approval of Verde's stockholders. If the Merger is approved, holders of Verde stock will receive shares of SSTC stock pursuant to an exchange ratio formula set forth in the Merger Agreement.
The combined company will focus on the acquisition of minerals and royalties under Verde's current business plan.
The Merger has been unanimously approved by the Board of Directors of both companies and is expected to close in the first quarter of 2024, subject to the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission to register the securities to be issued in connection with the merger, and the satisfaction of customary closing conditions.
Verde's Chief Executive Officer and President, Scott Cox, commented, "We are pleased to announce this strategic transaction which we expect will simplify our corporate structure, reduce costs and further support the integration and optimization of our portfolio."
"Verde believes that this transaction represents the company's commitment to delivering value to the stockholders," continued Mr. Cox. "The proposed merger represents an exciting opportunity for shareholders of each company, and we believe it gets us one step closer to our goal of becoming a major player in the minerals and royalties world."
About Verde Bio Holdings, Inc.
Verde Bio Holdings, Inc. is an oil and gas Company engaged in the acquisition and management of mineral and royalty interests in lower risk, onshore oil and gas properties within the major oil and gas plays in the U.S. The company's dual-focused growth strategy relies primarily on leveraging management's expertise to grow through the strategic acquisition of revenue producing royalty interest and strategic and opportunistic non-operated working interests. For more information on Verde Bio Holdings, Inc., visit www.verdebh.com.
About Formation Minerals Inc.
Formation Minerals Inc. is a recently formed wholly-owned subsidiary of SSTC formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Spartan Capital Securities, LLC is serving as financial advisor to the Merger.
For more information, contact:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, FM's and Verde's expectations with ...