Super Nova Petroleum Corp Announces Execution of Definitive Agreement for Acquisition of Koios, LLC

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, Oct. 23, 2017 /CNW/ - Super Nova Petroleum Corp. (CSE/CSNX: SNP; OTC: SNOVF) (the "Company" or "Super Nova") announces that, further to its press release dated September 27, 2017, it has entered into a share exchange agreement dated October 20, 2016 (the "Agreement") with Koios, LLC, a private company incorporated in the State of Colorado ("Koios"), pursuant to which the Company will acquire 100% of the issued and outstanding securities of Koios (the "Transaction") which would constitute a "major acquisition" for Super Nova under the policies of the Canadian Securities Exchange (the "CSE").

In consideration for the Transaction, and on closing thereof, the Company will issue an aggregate of 15,000,000 common shares in the capital of Super Nova, pro rata, to the Koios shareholders at a deemed price of $0.20 per share. 

In connection with the Transaction, Super Nova intends to complete the following:

The Consideration Shares will be subject to a voluntary escrow agreement (the "Escrow Agreement"), to be effective as of the closing of the Transaction (the "Closing") . The Escrow Agreement will provide, among other things, that all Consideration Shares will be deposited into escrow with an escrow agent, to be determined by the Company, at the Closing to be released from escrow as follows:

Upon the Closing, the board of directors of Super Nova will be comprised of four directors, of which two will be nominees of the Company and two will be nominees of the Target.

The Company will pay a finder's fee of 1,500,000 common shares of the Company in connection with the Transaction.

Conditions of the transaction

Completion of the Transaction remains subject to, among other things, satisfactory due diligence by the parties, entry into a definitive agreement, approval of the CSE, completion of the Financing, approval of the shareholders of the Company, if applicable, and other conditions which are customary for transactions of this nature.

The Transaction will be completed pursuant to available exemptions under applicable legislation. The Consideration Shares are expected to be subject to a hold period expiring four months and one day after the Closing.

Closing of the proposed Transaction is expected to be on or before January 15, 2018.

About Koios

Koios in an emerging functional beverage company whose products are currently available in over 2,000 retail locations across the country. Koios has relationships with some of the largest and most reputable distributors in the country; Europa Sports, Muscle Foods USA, KeHE, and Wishing-U-Well.  Together these distributors represent over 80,000 brick and mortar locations across the United States from sports nutrition stores to large natural grocery chains including Whole Foods and Sunflower markets.  Through our partnership with Wishing-U-Well, Koios also enjoys a large presence online, including being an Amazon choice product.  

Some of our key retailers include Max Muscle Sports Nutrition, Nutrition Zone, Total Nutrition, Colorado Nutrition, Nutrition Depot, Ready Fit Go, Ultimate Sports Nutrition, Better Health Natural Grocers, Villa Sports and Pete's Fresh Markets.  KOIOS can also be found at various, 7-11's, Conoco's, Gold's Gyms, Woodman's Markets, Alfalfa's, Crunchy Grocers, Mothers Market, True Fit Gyms and Total Nutrition.  

Koios uses a proprietary blend of nootropics and natural organic compounds to enhance human productivity without using harmful chemicals or stimulants.  

Koios enhances focus, concentration, mental capacity, memory retention, cognitive function, alertness, brain capacity and creates all day mental clarity.  Our ingredients are specifically designed to target brain function by increasing blood flow, oxygen levels and neural connections in the brain.  

Koios is one of the only drinks in the world to infuse its products with MCT oil.  MCT oil is derived from coconuts and has been shown to help the body burn fat more effectively, creates lasting energy from a natural food source, produces ketones in the brain, allowing for greater brain function and clarity, supports healthy hormone production and improves immunity.  

On behalf of the Board of Directors of the Company.

SUPER NOVA PETROLEUM CORP.

"Wolf Wiese"
Wolf Wiese
CEO

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

Investors are cautioned that 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 Super Nova should be considered highly speculative.

The CSE has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Forward-Looking Statements

This news release contains forward-looking statements. All statements, other than statements of historical fact that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include statements regarding: the date of closing of the Transaction; the consideration to be payable in connection with the Closing; the terms of the proposed Financing and the expected use of proceeds thereof; the terms of the proposed Bridge Loan and the expected changes to management of Super Nova in connection with the Closing. The forward-looking statements reflect management's current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause outcomes to differ materially from those discussed in the forward-looking statements.

Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and, accordingly, undue reliance should not be put on such statements due to their inherent uncertainty. Factors that could cause actual results or events to differ materially from current expectations include, among other things: that the parties may not be able to agree to terms for the definitive agreement by the agreed upon deadline or at all; that the CSE may not approve the Transaction as proposed or at all; that the parties may not be able to satisfy the conditions to closing of the Transaction; that Super Nova may not be able to complete the Financing and the Bridge Loan; general market conditions and volatility of commodity prices; and other factors beyond the control of the parties. Super Nova expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

SOURCE Super Nova Petroleum Corp.