TORONTO, Jan. 27, 2014 /CNW/ – Everfront Ventures Corp. (“Everfront“) (TSXV: “EVC.P”), a capital pool company (“CPC“), is pleased to announce that, further to its press release dated
December 4, 2013, it has entered into an amalgamation agreement dated
January 23, 2014 (the “Amalgamation Agreement“) with Global Gardens Group Inc. (“Global Gardens“), to acquire all of the outstanding common shares of Global Gardens by
way of a three-cornered amalgamation (the “Transaction“) among Everfront, Global Gardens and a wholly-owned subsidiary (“Subco“) of Everfront.

The Transaction is subject to TSX Venture Exchange (“TSXV“) approval and is intended to constitute Everfront’s “Qualifying
Transaction” in accordance with TSXV Policy 2.4 – Capital Pool Companies. On closing of the Transaction, the resulting issuer anticipates being
classified as a “Tier 2” issuer that will meet the TSXV’s initial
listing requirements for a manufacturing company. The Transaction will
not be a Non-Arm’s Length Qualifying Transaction (as that term is
defined under the TSXV policies), and as such, it is not expected that
the approval of Everfront’s shareholders will be required.

Terms of the Agreement

Subject to the terms and conditions and in the manner as set out in the
Amalgamation Agreement, Global Gardens and Subco will amalgamate,
pursuant to the provisions of the Canada Business Corporations Act (“CBCA“), effective as of the date set forth in a certificate of amalgamation
to be issued pursuant to the CBCA in respect of the Transaction (the “Effective Time“). Each common share of Global Gardens issued and outstanding before
the Effective Time shall be cancelled and its holder shall receive
therefor one fully paid and non-assessable common share of Everfront.
The common shares of Subco issued and outstanding immediately before
the Effective Time shall be replaced by common shares of the
amalgamated company issued in favour of Everfront. Upon amalgamation,
Global Gardens will effectively be a wholly-owned subsidiary of
Everfront. All of the options and warrants of Global Gardens
immediately before the Effective Time shall be exchanged for options
and warrants of Everfront on a one-for-one basis, respectively, on the
same terms and conditions.

Conditions for Closing of the Transaction

The Amalgamation Agreement provides that closing of the Transaction is
subject to a number of conditions including, among other things: (i)
receipt of all regulatory approvals, including that of the TSXV; (ii)
Everfront being able to satisfy the applicable initial listing
requirements of the TSXV as of the completion of the Transaction; (iii)
Everfront having complied with the sponsorship requirements set out in
TSXV Policy 2.2 – Sponsorship and Sponsorship Requirements and either having engaged a sponsor in accordance therewith or having
obtained an exemption from the TSXV in respect of compliance with such
obligations; (iv) corporate approval of the various transactions
contemplated by the Transaction from the directors of Everfront and the
directors and shareholders of Global Gardens; (v) the completion of the
Private Placement (as defined below); and (vi) the consolidation of the
common shares, options and warrants of Everfront on the basis of one
post-consolidation common share, option or warrant of Everfront, as
applicable, for every two pre-consolidation common shares, options or
warrants of Everfront, respectively (the “Consolidation“).

Private Placement

Prior to or concurrently with the closing of the Transaction, Global
Gardens will complete a private placement (the “Private Placement“) of convertible notes (“Note“) for gross proceeds of a minimum of $2,000,000 and a maximum of
$2,500,000 or, in any event, not less than the amount necessary to
ensure that there are sufficient funds to satisfy any working capital
requirements of the TSXV to obtain the final approval of the
Transaction by the TSXV. The Notes will mature two years following
closing of the Private Placement and every $0.20 of the principal
amount will be convertible to one unit of Global Gardens (“Unit“). Each Unit will comprise of one Global Garden common share and ½ of
a common share warrant. Each whole warrant is expected to be
exercisable for $0.30 and expire 24 months following the closing of the
Private Placement.

Capitalization

As of the date hereof, Everfront has issued and outstanding 6,240,550
common shares and 384,054 management options exercisable at $0.20 per
share. Following completion of the Consolidation and immediately prior
to the Transaction, Everfront is expected to have the following
securities issued and outstanding: 3,120,275 common shares and 192,027
management options exercisable at $0.40 per share.

Prior to the completion of the Transaction, Global Gardens is expected
to have the following securities issued and outstanding assuming the
completion of a minimum private placement of $2,000,000: up to
25,832,591 common shares, warrants to purchase 5,980,358 common shares
and 1,260,000 management options.

The capitalization of the resulting issuer upon completion of the
Transaction, which has been updated since Everfront’s press release
dated December 4, 2013, is set forth in the table below:

	Minimum Offering Under Private Placement		Maximum Offering Under Private Placement
Security Holder – Type of Security	Number of Common Shares1	Number of Convertible Securities1	Number of Common Shares1	Number of Convertible Securities1
Escrowed Seed Shareholder(s) of Everfront	750,000		750,000
Options held by Everfront’s Directors		192,0273		192,0273
Public Shareholders of Everfront	2,370,275		2,370,275
Everfront Common Shares to be issued in exchange for Global Gardens Common Shares to be issued under the Private Placement	10,000,0007		12,500,0007
Everfront Warrants to be issued in exchange for Global Gardens Warrants to be issued under the Private Placement		5,000,0004,7		6,250,0004,7
Everfront Agent’s Warrants to be issued in exchange for Global Gardens Agent’s Warrants to be issued under the Private Placement		800,0005		1,000,0005
Global Gardens Options Prior to Effective Time		1,260,0002		1,260,0002
Global Gardens Common Shares Prior to Effective Time	15,832,591		15,832,591
Global Gardens Existing Warrants Prior to Effective Time		980,3586		980,3586
Total:	28,952,866	8,232,385	31,452,866	9,682,385

Notes:

1. Post-Consolidation figures.
2. Each option entitles its holder to purchase one Everfront common share
   for $0.25.
3. Each option entitles its holder to purchase one Everfront common share
   for $0.40.
4. Each warrant will entitle its holder to purchase one Everfront common
   share for $0.30.
5. Each Agent’s Warrant will entitle its holder purchase one Everfront
   common share and ½ common share warrant for $0.20.
6. 400,000 warrants will be exercisable to purchase 400,000 Everfront
   common shares at $0.45 each, 142,858 warrants will be exercisable to
   purchase 142,858 Everfront common shares at $0.65 each, and 437,500
   warrants will be exercisable to purchase 437,500 Everfront common
   shares and warrants to purchase 218,750 Everfront common shares at
   $0.30 each.
7. The Notes will be converted to Units upon certain events including
   completion of the Qualifying Transaction.

Global Gardens and Management of the Resulting Issuer

Please refer to Everfront’s press release dated December 4, 2013 for a
description of the business of Global Gardens and management of the
resulting issuer.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is
required by the TSXV unless an exemption from the sponsorship
requirement is available. Everfront intends to apply for an exemption
from the sponsorship requirement. There is no assurance that Everfront
will be able to obtain such an exemption.

Trading Halt

Everfront’s common shares are currently halted and Everfront anticipates
they will remain halted until the documentation required by the TSXV
for the proposed Transaction can be provided to the TSXV.

Completion of the Transaction is subject to a number of conditions,
including but not limited to, TSXV acceptance. There can be no
assurance that the Transaction will be completed as proposed or at all.

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

The TSXV has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents of
this press 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.

This press release contains forward-looking information within the
meaning of Canadian securities laws. Such information includes,
without limitation, information regarding the completion of the
proposed Transaction and the proposed Private Placement. Although
Everfront believes that such information is reasonable, it can give no
assurance that such expectations will prove to be correct.

Forward looking information is typically identified by words such as:
believe, expect, anticipate, intend, estimate, postulate and similar
expressions, or are those, which, by their nature, refer to future
events. Everfront cautions investors that any forward-looking
information provided by Everfront are not guarantees of future results
or performance, and that actual results may differ materially from
those in forward looking information as a result of various factors,
including, but not limited to: Everfront’s ability to complete the
proposed Transaction; the completion of the Private Placement; the
state of the financial markets for Everfront’s securities; the state of
the market for products to be developed by the Resulting Issuer in the
event the Transaction is completed; recent market volatility;
Everfront’s ability to raise the necessary capital or to be fully able
to implement its business strategies; and other risks and factors that
Everfront is unaware of at this time. The reader is referred to
Everfront’s most recent annual and interim Management’s Discussion and
Analysis for a more complete discussion of all applicable risk factors
and their potential effects, copies of which may be accessed through
Everfront’s page on SEDAR at www.sedar.com.

SOURCE Everfront Ventures Corp.