Magen and Grey Wolf Amend Business Combination Agreement


Toronto, Ontario–(Newsfile Corp. – July 29, 2022) – Magen Ventures I Inc. (TSXV: MAGN.P) (“Magen“) and Grey Wolf Animal Health Inc. (“Grey Wolf“) have entered into an amending agreement (the “Amending Agreement“) to the previously announced business combination agreement dated March 16, 2022 (the “BCA“), which outlines the terms and conditions pursuant to which Magen and Grey Wolf will complete a transaction that will result in a reverse take-over of Magen by Grey Wolf (the “Proposed Transaction“). The Amending Agreement, amends the BCA by: (a) extending the outside date from July 31, 2022 to November 30, 2022; and (b) amending the consolidation ratio of the Magen common shares from “19.1667 to 1” to “16.6667 to 1” or such other ratio as may be agreed to between Magen and Grey Wolf.

The Proposed Transaction will be an arm’s length transaction, and, if completed, will constitute Magen’s “Qualifying Transaction” (as such term is defined in Policy 2.4 of the TSX Venture Exchange (the “TSXV“)).

About Grey Wolf Animal Health Inc.

Grey Wolf is a diversified animal health company founded by Dr. Ian Sandler, an entrepreneurial veterinarian, and led by an experienced pharmaceutical management team. Grey Wolf is a corporation existing under the Business Corporations Act (Ontario) and was amalgamated on December 31, 2020.

About Magen Ventures I Inc.

Magen was incorporated under the Business Corporations Act (Ontario) on February 9, 2021 and is a Capital Pool Company (as defined in the policies of the TSXV) listed on the TSXV. Magen has no commercial operations and no assets other than cash.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking information is often identified by the words “will” and “if” or similar expressions and includes information regarding expectations regarding the consummation of the Proposed Transaction.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Magen and Grey Wolf’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Magen and Grey Wolf believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of Magen or Grey Wolf. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule and changes in general economic, business and political conditions; changes in applicable laws.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Magen and Grey Wolf have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Magen and Grey Wolf do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

For further information, please contact:

Grey Wolf Animal Health Inc.
Angela Cechetto
Chief Executive Officer
E-mail: [email protected]

Magen Ventures I Inc.
Jesse Kaplan
Chief Executive Officer
E-mail: [email protected]

Completion of the Proposed Transaction is subject to a number of conditions. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Magen should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.


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