ASB Capital Inc proposed to acquire Else Nutrition GH Ltd.




ASB Capital Inc.(TSX‐V: ASB.H) is proposing to acquire 100% of the outstanding shares of Else Nutrition GH Ltd.in exchange for shares of the Company. In connection with the Transaction, ASB is proposing to conduct a concurrent brokered private placement for gross proceeds of up to $5,500,000.  The terms of the financing will be announced in a subsequent news release.

News Release

VANCOUVER, BC. ASB Capital Inc.(TSX‐V: ASB.H) (“ASB” or the “Company”), is pleased to announce that it has entered into a letter of intent dated July 27, 2018 with Else Nutrition GH Ltd. (“EGH”), an Israeli incorporated developer of innovative food products and formula nutrition for infants.  Pursuant to the letter of intent, the Company is proposing to acquire 100% of the outstanding shares of EGH in exchange for shares of the Company (the “Transaction”).

About EGH
EGH is an Israeli company recently established for the purpose of acquiring certain business operations and intellectual property assets from Golden Heart FMCG Ltd. (“Golden Heart”) and its shareholders(the “EGH Acquisition”).    Golden Heart is a private Israeli corporation that develops and markets health foods and snacks under the HEART brand and other brands for babies and kids.  The shareholders of Golden Heart hold certain intellectual property rights over formulations for new health and lifestyle nutrition products for babies and kids, including an innovative non‐dairy infant formula, that are expected to be the focus of product development and business operations of EGH on completion of the Transaction

The Company will provide additional information on the business of EGH by subsequent news release.

Transaction Terms
Pursuant to the letter of intent, on closing of the Transaction, it is proposed that ASB will acquire EGH by
issuing: (i) 22 million post‐consolidated Class A common shares of ASB (‘Post‐Consolidated Shares”) in exchange for all the outstanding non‐voting Class A shares of EGH; and (ii) an amount of Class B convertible voting shares of ASB (“Class B Convertible Shares”) equal to 50% of the total Post‐ Consolidated Shares issued and outstanding on the closing of the Transaction in exchange for all of the outstanding voting Class B shares of EGH.

In connection with the closing of the Transaction, ASB will consolidate its existing common shares on the basis of 5 existing shares for each new Post‐Consolidated Share, and rename the Post‐Consolidated Shares to Class A common shares, and will also create the Class B Convertible Shares. The Class B Convertible Shares issued on closing of the Transaction will convert into Post Consolidated Shares in the event certain business milestones are achieved, otherwise the shares will be cancelled. The holders of Class B Convertible Shares will be entitled to vote the shares together with Post‐Consolidated Shares at meetings of shareholders, and will be entitled to participate and rank equally with Post‐Consolidated Shares with respect to dividends and liquidation.  The creation of the special rights and restrictions to be attached to the Class B Convertible Shares reflecting the terms above will be subject to shareholder approval.

Immediately prior to the closing of the Transaction, it is anticipated that EGH will complete the EGH Acquisition, provided that the Company and EGH may determine to complete the acquisition of certain assets relating to the business operations of Golden Heart subsequent to closing of the Transaction.

The Company and/or EGH will pay finder’s fees in conjunction with the Transaction.

Financing
In connection with the Transaction, ASB is proposing to conduct a concurrent brokered private placement for gross proceeds of up to $5,500,000.  The terms of the financing will be announced in a subsequent news release.

Name Change
On closing of the Transaction ASB is proposing to change its name to “ELSE Nutrition GH Ltd.” or such other name as EGH may determine.

Directors and Officers
On Closing, it is anticipated that the board of directors of ASB will be comprised of five directors, three of whom have been identified below. The additional directors and officers of ASB will be disclosed in a subsequent news release.

Ms. Hamutal Yitzhak– CEO and Director
Ms. Hamutal Yitzhak has held various management positions with pharmaceutical and healthcare companies in the past 20 years, specializing in infant and toddler nutrition.  Ms. Yitzhak is the CEO and co‐ founder of EGH.  Since 2007, Ms. Yitzhak has been the co‐founder and co‐CEO of Golden Heart which develops, manufactures and distributes healthy baby foods in the Israeli market, contributing to the change in the face of Israeli infant nutrition while providing better and healthier foods. Prior to that, Ms. Yitzhak was the head of consumer goods division at Neo‐pharm Healthcare Group (the second largest group after Teva Pharmaceuticals) and was responsible for many leading international healthcare brands. Ms. Yitzhak began her professional career with Abbott Laboratories (Promedico) as a product manager for Similac infant nutrition and later became head of infant nutrition at Abbott Labs, gaining her expertise in infant nutrition in various aspects while leading the brand to market leadership in Israel. She also led the regulatory and consumer termination campaign against the use of baby bottles containing the controversial chemical Bisphenol A in the early 2000’s.

Mr. Uriel Kesler– Director
Mr. Kesler has held varied management positions with healthcare and food supply companies in the past 30 years, specializing in infant and toddler nutrition. Mr. Kesler is the Co‐ founder of EGH. Since 2007, he has been the cofounder and co‐CEO of Golden Heart which develops manufactures and distributes healthy baby foods in the Israeli market, contributing to the change in the face of Israeli infant nutrition while providing better and healthier foods. Prior to that Mr. Kesler was the GM of “Shaked Tevel”, a daughter company of Promedico (one of the largest health care groups in Israel), responsible for OEM Kosher manufacturing and supply of Super Kosher infant formula and baby foods amongst a large variety of other food products aimed for the Jewish Ultra‐Orthodox population in Israel, USA and other countries worldwide. Mr. Kesler previously held several management positions in various companies mostly in the food and logistics sectors (food production management, logistics and financial consulting).

Mr. Sokhie Puar ‐ Director
Mr. Puar, with over 30 years in the public markets, has worked in various capacities in both public and private companies.  He has worked with companies in the mining, oil and gas, technology, education and clean energy sectors since 2001. Most recently, Mr. Puar was the CEO and Chairman of Candelaria Mining Corp. from February 2012 to September 2017.  During his tenure, Candelaria Mining Corp. raised in excess of 28M dollars and acquired several mining projects in Mexico. Mr. Puar holds a Diploma in Mechanical Engineering Technology and a Diploma in Business Administration from the British Columbia Institute of Technology.  Mr. Puar currently sits on the board of several public and private companies and sat on the board of Governors of Southpointe Academy, an independent school located in Tsawwassen, B.C., for 9 years up until June 2018.

Sponsorship
The Company will seek a waiver from the TSX Venture Exchange (the “Exchange”) to the requirement to engage a sponsor in connection with the Transaction. If a sponsor is required, the Company will identify a sponsor and pay the sponsorship fee in cash or Post‐Consolidated Shares or a combination of cash and Post‐Consolidated Shares.  An agreement with a sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

Trading Halt
In accordance with Exchange policies, the common shares of ASBs are currently halted from trading and will remain so until certain documentation required by the Exchange for the Transaction can be provided to the Exchange. The common shares of ASB may resume trading following the Exchange’s review of the required documentation or the common shares of ASB may remain halted until completion of the Transaction.  The Transaction is intended to constitute ASB’s Qualifying Transaction. The Transaction is an Arm’s Length Qualifying Transaction, as defined in the policies of the TSX Venture Exchange (the “Exchange”), and is therefore not subject to shareholder approval by ASB’s shareholders.

Conditions to Closing the Transaction
Closing is conditional upon, among other things, receipt of all required regulatory, corporate, and third party approvals, including Exchange approval, the negotiation and execution of the Definitive Agreement, completion of the EGH Acquisition, completion of the concurrent financing, and, if required by the Exchange, filing of a sponsorship report with the Exchange.

For further information, please contact:
Sokhie Puar, CEO
Email: Sokhie@snjcapital.com
Phone: 604‐603‐7787