DR. REID JILEK AND MR. DONALD STEINBERG APPOINTED TO ARRIS HOLDINGS INC.’S WHOLLY OWNED U.S. SUBSIDIARY GLOBAL HEMP GROUP, INC.

Surrey, British Columbia, Canada / December 18, 2013 / CNSX: AAF / Frankfurt: ANI / Arris Holdings Inc. (“Arris” or the “Company”) is pleased to announce the appointment of Dr. Reid Jilek and Donald Steinberg to the board of directors of its U.S. subsidiary, Global Hemp Group, Inc.

This newly formed Arris subsidiary will focus on opportunities unfolding in the emerging hemp industry in the
United States. Arris management expects double-digit growth in this sector for the next 3 to 5 years. Arris and
Global Hemp Group are positioning to capitalize on this anticipated rapid growth and the business
opportunities that are developing.

“I look forward to working with the Global Hemp Group team, helping guide the Company as it moves ahead
with its ambitious plans into this emerging industry,” said Mr. Steinberg

In the 1980’s Mr. Steinberg developed stock option programs that led to management of floor traders on
multiple option exchanges and provided him with invaluable insight into the public markets and public
company management. Donald is a serial entrepreneur and has launched multiple successful companies in his
career. Notably, Mr. Steinberg was the founder of the first publically traded medical marijuana company on
the U.S. stock market, Medical Marijuana, Inc., which provides him with unique insight and industry
experience that will be invaluable in the execution of the Global Hemp Group, Inc. business plan. Mr. Steinberg
also has extensive sales and marketing experience and has launched and managed several successful direct
sales platforms and will apply that knowledge and expertise to the Global Hemp Group sales and marketing
efforts as well as oversee company wide operations.

Dr. Reid Jilek says, “I am very excited to be joining Global Hemp Group and to utilize my network of international contacts to tap the brain power and technologies that are required for the evolution of this new and exciting sustainable industry”

Dr. Jilek has advanced degrees in the medical, life science and engineering disciplines. He was both a Presidential Fellow and a White House Fellow Candidate. He has published over 40 papers in national and international peer–reviewed journals. After completing his National Library of Medicine Post-Doctoral developing computer and mathematical models for Malaria, he decided to utilize his medical and scientific background in a business development capacity by acting as a VP of Business Development for private and public companies and a research institute. He was a founding member of Frederick Research Center and of Asia Pacific Alliance Company. He has served on the Board of Directors, Scientific or Medical Advisory Boards, or Advisory Boards for more than 40 private and public companies since 1990, in the US, Canada, Mexico, Japan, Taiwan, China, Portugal, Moscow, Israel and Germany. He has also served as the CEO of four companies and is now a member of the Advisory Board for the Hemp Industrial Innovation Institute. Dr. Jilek’s extensive network of business, political, environmental and social leaders in the world provides Global Hemp Group with a unique source of knowledge and expertise that is invaluable to the company

On behalf of the board

Charles Larsen
CEO

For additional information please call 1-604-592-6881 or 1-877-469-HEMP (4367)

Forward Looking Statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, dependence upon regulatory approvals, the availability of future financing and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release

 


CHARLES LARSEN APPOINTED PRESIDENT AND CEO OF ARRIS

FOR IMMEDIATE RELEASE

Surrey, British Columbia, Canada / December 12, 2013 / CNSX: AAF / Frankfurt: ANI / ARRIS HOLDINGS INC. (“Arris” or the “Company”) is pleased to announce that Mr. Charles Larsen has joined its board of directors, replacing Mr. Jack Bal who has agreed to step down. Mr. Larsen will also be replacing Ms. Sandy Janda as President and Chief Executive Officer. Ms. Janda will remain on the board as an independent director.

Arris is launching a new subsidiary to focus on developing projects in the Hemp industry. Mr. Larsen will head this new subsidiary as well as Arris Holdings Inc. Mr. Larsen brings to Arris a great deal of experience and expertise in the Hemp industry. The appointment of Mr. Larsen to the board marks the beginning of a new era for Arris. The Company will immediately begin shifting its business model to focus on the emerging global hemp industry. This industry is poised for rapid growth in 2014 and beyond. The current global hemp market is currently estimated to be only $500-600 million with the potential however to grow tenfold in the next 3-5 years.

Arris will hold its Annual General Meeting on February 7, 2014 at which time shareholders will be requested to
vote on a proposed name change to Global Hemp Group, Inc. and on a 5 for 1 forward stock split.

“I am looking forward to working with the Arris team which will soon be expanded with the addition of several business, political, and scientific experts as the Company moves forward into this rapidly emerging industry. Hemp has broad applications across all sectors and industries and is one of the most underutilized commodities in the world. Global Hemp Group, Inc. will create vertical integration all along the supply chain, helping this global industry expand at a rapid pace, with strength and stability, while creating jobs, generating taxable revenue and improving the environment.”, said Mr. Larsen.

Mr. Larsen has more than 30 years of experience working in government, public, private and start-up companies as an executive manager. He has experience in high volume securities trading; corporate and public debt, equities, options and futures, as well as being an experienced portfolio manager, securities trader and C level executive. Mr. Larsen has been involved in the highest levels of strategic planning, mergers & acquisitions, financial and operational restructuring, public and private corporate finance, governance and compliance. He has proven track record of success at every level of business management. Mr. Larsen is Chairman of the Advisory Board for the Hemp Industrial Innovation Institute (www.Hemp-iii.org) and he is an advisor to the North American Industrial Hemp Council (www.NAIHC.org).

On behalf of the board

“Sandy Janda”
CEO

For additional information please call 1-604-592-6881 or 1-877-469-HEMP (4367).

This press release, required by applicable Canadian laws, is not for distribution to U.S. news services or for dissemination in the United States, and does not constitute an offer of the securities described herein. These securities have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or unless an exemption from such registration is applicable.

Forward Looking Statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, dependence upon regulatory approvals, the availability of future financing and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release

 

 


ARRIS HOLDINGS INC. WELCOMES JACK BAL TO THE BOARD

SURREY/February 14, 2013/ CNSX:AAF/ Arris Holdings Inc. (“Arris” or the “Company”) announces that Mr. Jack Bal has joined the board of directors. He is a local businessman and an experienced board member. Mr. Bal has joined the board to fill a vacancy created by the resignation of Mr. Rana Vig. The Company thanks him for his service and wishes him well as he pursues other interests.

On behalf of Arris Holdings Inc.

“Lucky Janda”
President and
Chief Executive Officer

For additional information about Arris Holdings Inc. please call 604-592-6881

Forward Looking Statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Arris Holdings Inc., including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, dependence upon regulatory approvals, the availability of future financing and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release

 


ARRIS CONDUCTS NON-BROKERED FINANCING

Surrey, British Columbia, January 3, 2013/ARRIS HOLDINGS INC. (“Arris” or the “Company”) (CNSX:AAF/Frankfurt:O3X) announces that it will be conducting a non-brokered private placement of up to two million units at a price of $.075 per unit (the “Units”) to raise up to an aggregate total of $150,000.00 (the “Financing”). Each unit will consist of one common share in the equity of Arris and one share purchase warrant (the “Warrant”). Each Warrant entitles the holder to purchase one additional common share at a price of $.10 per share for a period of two (2) years.

The funds raised from the Financing will be used for working capital. It is not known at this time if there will be a finder’s fee payable in connection with this financing.

On behalf of the Board of Directors

“Lucky Janda”
CEO

Tel.: (604) 592-6881

 

This press release, required by applicable Canadian laws, is not for distribution to U.S. news services or for dissemination in the United States, and does not constitute an offer of the securities described herein. These securities have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or unless an exemption from such registration is applicable.

Forward Looking Statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Ona Power Corp., including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, dependence upon regulatory approvals, the availability of future financing and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

The CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.


ARRIS HOLDINGS ANNOUNCES RESULTS OF AGM AND PROVIDES UPDATE ON LOI

VANCOUVER, British Columbia, Canada /April 25, 2012/ CNSX:AAF/ Arris Holdings Inc. (“Arris” or the “Company”) is pleased to provide the results of its Annual General Meeting of shareholders, held on April 19, 2012 in Vancouver, BC (the “Meeting”). At the Meeting, shareholders voted in favour of motions to elect the Company’s nominees for director: Lucky Janda, Chand Jagpal, and Rana Vig. Shareholders appointed ACAL Group, Chartered Accountants as Arris’ auditor and approved the Company’s stock option plan. Immediately following the Meeting, the board re-appointed the following senior officers: Lucky Janda as CEO and President, and Jamie Lewin as CFO.

Arris also advises that it has cancelled the letter of intent (the “Letter of Intent”) to acquire AlgaeCan Biotech Inc., as announced in our news release dated February 22, 2012. The Company continues to pursue other investment opportunities and will continue to assess, explore and, if feasible, seek out further potential opportunities for the Company and its shareholders.

This news release was prepared on behalf of the Board of Directors, which accepts full responsibility for its
contents.

 

“Lucky Janda”
President & CEO

For additional information about Arris Holdings Inc. please call 604-685-2542

 

Except for historic information, the matters discussed in this document contain certain forward-looking statements. These statements involve known and unknown risks, delays, uncertainties and other factors not under the Corporation’s control that may cause actual results, levels of activity, performance or achievements to be materially different from the results, levels of activity, performance, achievements or expectations expressed or implied by these forward-looking statements.

 

CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release

 


ARRIS HOLDINGS ANNOUNCES LETTER OF INTENT TO ACQUIRE ALGAECAN BIOTECH INC.

VANCOUVER, British Columbia, Canada /February 22, 2012/ CNSX:AAF/ Arris Holdings Inc. (“Arris” or the
“Company”) is pleased to announce that it has executed a letter of intent (the “Letter of Intent”) to acquire
AlgaeCan Biotech Inc., a British Columbia company that has perfected a proprietary system to produce
Astaxanthin – the microalgae based antioxidant commonly found in salmon and krill oil.

“We are pleased to have the opportunity to acquire and invest into a green technology producing such a powerful antioxidant with such tremendous potential to increase shareholder value. Astaxanthin has been clinically proven to have numerous health benefits and its significance is justified by the recent increase in worldwide demand,” states Mr. Parminder Singh, Chairman of Arris Holdings Inc. “We commend the team at AlgaeCan for their devotion over the past three years under the mentorship of industry expert Dr. John Benemann in successfully developing a pilot plant producing such a beneficial nutriceutical.”

Under the terms of the Letter of Intent, the Company will issue 41,500,000 common shares to the shareholders of AlgaeCan Biotech Inc. for the acquisition on or before April 18, 2012. The Company will complete its due diligence process and enter into a Definitive Acquisition Agreement while seeking approval from appropriate regulatory bodies and shareholders.

The Company is actively pursuing other investment opportunities and will continue to assess, explore and, if
feasible, seek out further potential opportunities for the Company and its shareholders.

 

ABOUT ALGAECAN BIOTECH INC

AlgaeCan is a Canadian Biotech company focused on the production of health enhancing nutritional supplements from microalgae. AlgaeCan has developed systems, protocols, and proprietary know-how for the rapid growth and harvest of a youth enhancing natural compound from algae that produces the strongest antioxidant known to man, Astaxanthin. AlgaeCan will eventually develop its own brand of Astaxanthin related consumer products such as cosmetics and nutritional supplements. AlgaeCan also intends to expand its business into the production of other algae related nutriceuticals and health science products.

 

On Behalf of the Board:

Navchand Jagpal, Director
Arris Holdings Inc.

For additional information about Arris Holdings Inc. please call 604-685-2542

 

Except for historic information, the matters discussed in this document contain certain forward-looking statements. These statements involve known and unknown risks, delays, uncertainties and other factors not under the Corporation’s control that may cause actual results, levels of activity, performance or achievements to be materially different from the results, levels of activity, performance, achievements or expectations expressed or implied by these forward-looking statements.

 

CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release


ARRIS HOLDINGS INC. APPOINTS MR. PARMINDER SINGH TO ITS BOARD OF DIRECTORS

VANCOUVER, British Columbia, Canada /February 16, 2012/ CNSX:AAF/ Arris Holdings Inc. (“Arris” or the “Company”) February 15, 2012, Vancouver, BC Arris Holdings Inc. (CNSX: AAF) (or the “Company”) announces the appointment of Mr. Parminder Singh to the Board of Directors. Mr. Singh brings over 25 years of professional experience in the building, operating, and managing of international businesses for private companies, government clients, and multi-national corporations. He is currently the President of Intellectual Ventures Canada. Prior to that, he was the Managing Director of the Microsoft Canada Development Centre. He also served as Director of Business Development for Xbox and the Home Entertainment Division in Japan. He sits on the Board of Directors of Junior Achievement of British Columbia and DigiBC, and serves as an advisor to Canada’s Centre for Wireless and Digital Health innovation. He has held executive positions at companies in Canada and the US including: Ensequence, Telesat Canada, Motorola, Teledesic, Microsoft, FreeInternet Networks, and 5th Link Software. Mr. Singh will devote time as required to properly manage the Company’s business affairs.

The Company also announces that it has accepted the resignation of Mr. Lucky Janda from the Board of Directors. The Company would like to take this opportunity to thank Mr. Janda for his service and guidance during his tenure as a director.

On Behalf of the Board:

Navchand Jagpal, Director
Arris Holdings Inc.

For additional information about Arris Holdings Inc. please call 604-685-2542

 

Except for historic information, the matters discussed in this document contain certain forward-looking statements. These statements involve known and unknown risks, delays, uncertainties and other factors not under the Corporation’s control that may cause actual results, levels of activity, performance or achievements to be materially different from the results, levels of activity, performance, achievements or expectations expressed or implied by these forward-looking statements.

 

CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release


ARRIS HOLDINGS INC. COMPLETES PRIVATE PLACEMENT

Not for dissemination in the US or to US wire services

Surrey, British Columbia, Canada /January 10, 2012/ CNSX:AAF/ ARRIS HOLDINGS INC. (“Arris”or the “Company”) is pleased to announce that, further to our news release of January 4, 2013, the private placement of 2,000,000 units at a price of $0.75 per unit (the “Units”) is now closed and the Company has raised $150,00.00 CDN to be used for general working capital purposes. Each unit consists of one common share in the equity of the Company and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.10 per share for a period of two years from the date of completion of the private placement. The shares will be subject to a statutory holding period.

No finder’s fees will be paid will paid in connection with this financing.

Further information regarding the Company can be found on SEDAR at www.SEDAR.com and by viewing the CNSX
website.

On behalf of the Board of Directors

“Lucky Janda”
CEO
Tel.: (604) 592-6881

 

This press release, required by applicable Canadian laws, is not for distribution to U.S. news services or for dissemination in the United States, and does not constitute an offer of the securities described herein. These securities have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or unless an exemption from such registration is applicable.

Forward Looking Statements – Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Ona Power Corp., including, but not limited to the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, dependence upon regulatory approvals, the availability of future financing and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release

 


ARRIS HOLDINGS INC. AND CIELO GOLD CORP. COMPLETE PLAN OF ARRANGEMENT AND ANNOUNCE THAT CIELO GOLD WILL TRADE ON CNSX AS OF AUGUST 3, 2011

VANCOUVER, British Columbia, Canada /August 2, 2011/ CNSX:AAF/ Arris Holdings Inc. (“Arris” or the “Company”) and Cielo Gold Corp. (“Cielo Gold”) are pleased to announce that they have completed the plan of arrangement (the “Arrangement”) as outlined in the Company’s management information circular dated March 11, 2011 (available on SEDAR).

 

Cielo Gold to Trade on CNSX

Cielo Gold has received final approval from the Canadian National Stock Exchange (the “Exchange” or “CNSX”) and will begin trading on the Exchange on Wednesday, August 3, 2011 under the symbol “CMC”.

 

About the Arrangement

As announced in Arris’ news release dated June 9, 2011, the Arrangement received shareholder approval at the annual and special meeting of Arris’ shareholders held on April 28, 2011 and the Supreme Court of British Columbia provided final approval for the Arrangement by order dated May 6, 2011. Cielo Gold received conditional listing approval from the Exchange on June 9, 2011 (the “Effective Date”) and, as of the Effective Date the Company and Cielo Gold completed the transfer of Arris’ equity portfolio (the “Equity Portfolio”) to Cielo Gold in exchange for Cielo Gold issuing 21,583,372 common shares (the “Cielo Gold Shares”) to the Company as consideration for the Equity Portfolio. Cielo Gold will use the Equity Portfolio to generate funds for its operations and to further Cielo Gold’s exploration plans for the Midge property (formerly referred to as the “Gold Hill Property”).

Under the terms of the Arrangement, Cielo Gold required listing approval from the Exchange as the final condition for completion of the Arrangement; the Exchange granted its final approval on July 18, 2011. Arris and Cielo Gold are proceeding with the distribution of the shares in Cielo Gold to the Arris shareholders of record as at May 2, 2011 (the “Share Distribution Record Date”). As of the Share Distribution Record Date, those shareholders of record will receive their pro-rata share of the Cielo Gold Shares whereby each Arris shareholder will hold one common share in the capital of Cielo Gold for each Arris share held as of the Share Distribution Record Date. The Cielo Gold Shares will be delivered to the Arris shareholders by first class mail or courier on or after July 28, 2011.

 

About Arris after the Arrangement

Following completion of the Arrangement, the Company’s common shares will continue to be listed on the Exchange; each Arris Shareholder will continue to be a shareholder of the Company; and Arris will hold the Maggie Gold property, acquired from Choice Gold Corp. in March 2011. Prior to the acquisition of the Maggie Gold property, Arris Holdings Inc and Choice Gold Corp. had a director in common; however, at the time of the acquisition the companies were not related. Arris intends to evaluate, and if deemed appropriate, pursue a work program on the Maggie Gold property, located near Squamish, BC, and to continue its pursuit of potential properties of merit. The Company’s management includes a strong mix of financial, technical, and entrepreneurial expertise capable of pursuing the exploration and development of its mining prospects.

Mr. Lucky Janda, president and CEO of Arris commented, “Our strong management team and its combined experience will allow us to evaluate additional resource prospects for acquisition that can add to and build upon Arris’ current base. The spin out of Cielo Gold and the acquisition of the Maggie Gold property takes us in a new direction — one that includes a more active, hands-on approach to the Canadian junior resource market — and one that we believe has the potential to build lasting shareholder value.” Arris will continue to trade on the CNSX under the symbol AAF.

 

About Cielo Gold after the Arrangement

Cielo Gold’s primary business after the arrangement will be the advancement of the Midge project; the Midge property is a 578 hectare property comprised of two claim blocks located in the Kamloops mining division of British Columbia (the “Midge Property”). An updated Technical Report under National Instrument 43-101 entitled “Summary Report on the Midge (formerly Gold Hill) Project” dated July 5, 2011 has been added to the SEDAR website under Cielo Gold’s profile. In addition to the Technical Report, shareholders will find Cielo Gold’s material documents available for review under Cielo Gold’s profile as of the date of this news release. Following the Arrangement Cielo Gold will pursue further investigation of its Midge Property; the ultimate target at the Property consists of both high-grade gold-silver veins and vein systems that have potential to host bulk-tonnage low-grade gold deposits. As noted above, the technical report, dated July 5, 2011, prepared under the terms of National Instrument 43-101, on the Midge Property is available on SEDAR under Cielo Gold’s profile. In addition, Cielo Gold’s team will to continue to seek out possible future acquisitions of projects of merit, aimed at building stakeholder value. Currently, the directors of Cielo Gold are Mr. Lucky Janda; Mr. Thomas Tough, P.Eng.; and Mr. Rana Vig. Mr. Larry Tsang, CA has been appointed as the Company’s CFO. This team has many years combined experience in the junior resource sector and public company stewardship. Mr. Janda advised that, “In keeping with our philosophy of forward-looking leadership, we intend to build on this board’s strengths by seeking out new board members to join this team, members who will continue the work started by the present board and who will advance Cielo Gold’s interest in the Midge Property and any other properties of merit that Cielo Gold may acquire.”

 

Qualified Person

Thomas R. Tough, P.Eng., a qualified person as that term is defined by National Instrument 43-101, has supervised the preparation of the scientific and technical information that forms the basis for this news release and has approved the disclosure herein. Mr. Tough is not independent of Cielo Gold, as he is a director.

This press release should be read together with, and is qualified in its entirety by, the more detailed information contained in the management information circular dated March 11, 2011, available on SEDAR under the Company’s profile and under Cielo Gold Corp.’s profile at www.sedar.com.

 

On behalf of the boards of directors of Arris Holdings Inc. and Cielo Gold Corp.

 

“Lucky Janda”
President and
Chief Executive Officer

For additional information about Arris Holdings Inc. please call 604-685-2542

 

Except for historic information, the matters discussed in this document contain certain forward-looking statements. These statements involve known and unknown risks, delays, uncertainties and other factors not under the Corporation’s control that may cause actual results, levels of activity, performance or achievements to be materially different from the results, levels of activity, performance, achievements or expectations expressed or implied by these forward-looking statements.

 

CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release

 

 

 


ARRIS HOLDINGS INC. PLANS TO UNDERTAKE SPIN-OUT TRANSACTION TO CREATE TWO INDEPENDENT COMPANIES

Vancouver, BC / June 9, 2011/ CNSX:AAF / At the Annual General and Special Meeting of the shareholders of Arris Holdings Inc., (“Arris” or the “Company”), held on April 28, 2011, the shareholders approved a proposal to undertake a spin-out transaction to segregate its assets into two separate companies. The spin-out transaction will be accomplished through a Plan of Arrangement under the provisions of the Business Corporations Act (British Columbia) (the “Act”) between Arris and its subsidiary, Cielo Gold Corp (the “Arrangement”). The Company has sought and obtained the final approval of the Supreme Court of BC under the Act. The completion of the Arrangement remains subject to a number of conditions including Cielo Gold Corp. meeting listing requirements of a Canadian stock exchange.

 

About Cielo Gold Corp.

Cielo Gold Corp. (“Cielo”) was incorporated for the purpose of mineral exploration and to receive the equity portfolio currently owned by Arris as part of the Arrangement. Cielo currently holds a 578 hectare property comprised of two claim blocks located in the Kamloops mining division of British Columbia (the “Property”). The ultimate target at the Property consists of both high-grade gold-silver veins and vein systems that have potential to host bulk-tonnage low-grade gold deposits. The technical report prepared under the terms of National Instrument 43-101 on the Property is available on SEDAR under Arris’ profile.

 

Cielo Gold Corp. will hold the Equity Portfolio

Under the terms of the proposed transaction, Arris will transfer all of its interest in and to its equity portfolio
comprised of equities in the capital of certain junior resource issuers (the “Asset” or the “Equity Portfolio”) to
Cielo Gold Corp, in exchange for shares in Cielo. The Equity Portfolio will be managed through a subsidiary of
Cielo, Aerius Investments Inc., with the intent of increasing the value of the Equity Portfolio to provide funding
for the exploration of the Property, the acquisition of other properties of merit as it sees fit, and for general
working capital purposes.

 

Spin-out of Cielo Gold Corp.

The Arrangement is intended to give Arris Shareholders a direct interest in a new exploration company that will focus on and pursue the exploration and development of the Property as well as potentially acquiring and exploring new properties in districts and areas with known potential for high margin deposits.

 

Each shareholder of record on the share distribution record date (the “Share Distribution Record Date”) will participate in the Arrangement on a pro–rata basis and, upon completion of the Arrangement, will continue to hold substantially the same pro–rata interest they held in the Company prior to completion of the Arrangement. Immediately upon the Arrangement becoming effective, each Arris shareholder will continue to hold one common share in the equity of Arris (the “Arris Shares”) for each share of Arris held prior to the Arrangement. The Arris Shares will be identical in every respect to the shareholders’ current Arris shares; in addition, each Arris shareholder will receive one common share in Cielo for each common share held in Arris (the “Cielo Shares”). Therefore, on completion of the Arrangement, each shareholder will have one Arris Share and one Cielo Share for each share in Arris that they held prior to the Arrangement. The Share Distribution Record Date will be announced by the Company at a later date.

Following the completion of the Arrangement Arris will retain the Maggie Gold property, which is located near Squamish, BC. Arris acquired the Maggie Gold property from Choice Gold Corp., a company that formerly had a director in common with Arris.

Lucky Janda, President and CEO of Arris commented, “Management and the board of Arris are pleased that the shareholders approved the Arrangement. We believe the proposed spin-out to be an excellent opportunity for our shareholders to realize value from their Arris holdings. An independent Cielo will provide shareholders with the opportunity to participate in a new company that will be able to expand its development team, move forward and explore the Property, or acquire other properties of merit for the purpose of exploration and development.”

Lucky Janda will remain on as President and CEO of Arris and will also be appointed as the CEO of Cielo Gold Corp. Thomas Tough, P.Eng. will bring his years of knowledge and expertise in the mining sector to the board, and Rana Vig, a business man experienced in public company stewardship, also joins the board. Mr. Tough, Mr. Vig and Mr. Janda will remain with the board of Cielo to see it through its development stage. The names of additional directors and senior management of Cielo will be announced in due course.

 

Qualified Person

Thomas R. Tough, P.Eng., a qualified person as defined by National Instrument 43-101, has supervised the
preparation of the scientific and technical information that forms the basis for this news release and has
approved the disclosure herein. Mr. Tough is not independent of Arris, as he is a director.

 

About Arris Holdings Inc.

Arris Holdings Inc. was incorporated on October 30, 2009 as an investment management company focused on funding junior resource companies interested in exploration focused in Canada. Arris recently acquired the Maggie Gold Property and intends to evaluate its potential for exploration. The Company has assembled a strong mix of financial, technical, and entrepreneurial expertise to pursue exploration and development of its mining prospects in Canada and potentially abroad. Management will also actively evaluate additional resource prospects for acquisition by the Company aimed at building shareholder value while maintaining fiscal responsibility, giving our shareholders the maximum value for their investment.

The Arris Shares are listed on the Canadian National Stock Exchange (“CNSX”), trading under the symbol AAF,
and, following completion of the Arrangement, it is intended that the Cielo Shares will also be listed on the
CNSX. The listing of the Cielo Shares is subject to CNSX approval.

 

On behalf of Arris Holdings Inc.

“Lucky Janda”
President and
Chief Executive Officer

FORWARD LOOKING STATEMENTS: This release contains “forward-looking statements” within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion, growth of the Company’s businesses, operations, plans and with respect to exploration results, the timing and success of exploration activities generally, permitting time lines, government regulation of exploration and mining operations, environmental risks, title disputes or  claims, limitations on insurance coverage, timing and possible outcome of any pending litigation and timing and results of future resource estimates or future economic studies. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “planning”, “planned”, “expects” or “looking forward”, “does not expect”, “continues”, “scheduled”, “estimates”, “forecasts”, “intends”, “potential”, “anticipates”, “does not anticipate”, or “belief”, or describes a “goal”, or variation of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Forward-looking statements are based on a number of material factors and assumptions, including, the result of drilling and exploration activities, that contracted parties provide goods and/or services on the agreed time frames, that equipment necessary for exploration is available as scheduled and does not incur unforeseen break downs, that no labour shortages or delays are incurred, that plant and equipment function as specified, that no unusual geological or technical problems occur, and that laboratory and other related services are available and perform as contracted. Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the interpretation and actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of minerals; possible variations in grade or recovery rates; failure of equipment or processes to operate as anticipated; the failure of contracted parties to perform; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of exploration, as well as those factors disclosed in the company’s publicly filed documents. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forwardlooking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking 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.

 

CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
604-685-2542
arrisholdings@corpsec.ca


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PHONE : 424.354.2998
EMAIL : info@globalhempgroup.com

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