TORONTO, ONTARIO–(Marketwired – July 17, 2014)
NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES.
Searchtech Ventures Inc. (“Searchtech”) (TSX VENTURE:MJN) a capital pool company, announces it has entered into a letter of intent (the “LOI”) dated July 16, 2014 with respect to a proposed business combination with Hortican Inc. dba PharmaCan Capital (“PharmaCan”) intended to constitute Searchtech’s qualifying transaction (the “Transaction”), as such term is defined by the TSX Venture Exchange (the “Exchange”), subject to regulatory approval and other conditions. The resulting company will be renamed “PharmaCan Capital Corp.” The LOI was negotiated at arm’s length.
The Proposed Transaction
The Transaction will be structured as a three-cornered amalgamation in which PharmaCan will amalgamate with a new wholly owned subsidiary of Searchtech formed solely for the purpose of facilitating the Transaction. On the closing of the Transaction, Searchtech will change its name to PharmaCan Capital Corp.
For purposes of determining the relative share exchange ratios, upon completion of the Qualifying Transaction the shareholders of each of Searchtech and PharmaCan shall hold the numbers of shares and percentages of shares of combined entity (“ResultCo”) as set out below. Concurrently with closing of the Transaction, Searchtech intends to complete a share consolidation on the basis of one consolidated share for each seven pre-consolidation shares. The resulting allocation is as follows:
|Name of Corporation||Pre-Consolidated Number of Shares of ResultCo||Pre-Consolidated Warrants, Options and Convertible Securities of ResultCo||Pre-Consolidated Fully Diluted Total Shares of ResultCo||Post-Consolidated Fully Diluted Total Shares of ResultCo||Percentage of Shares of ResultCo|
The Transaction will not be non-arm’s length transaction for the purposes of the policies of the Exchange.
About PharmaCan – Investments and Assets
PharmaCan is a company in the business of investing in companies either licensed, or actively seeking a license, to produce medical marihuana pursuant to the Marihuana for Medical Purposes Regulations (“MMPR”). The MMPR came into force in October 2013. As of July 1, 2014, thirteen companies are listed on the Heath Canada website as fully licensed to produce and sell medical marihuana. PharmaCan has made investments in several companies that are either licensed, or in the process of seeking a license (collectively, the “PharmaCan Investees”). In the case of PharmaCan Investees that have not yet acquired a license, additional investment is conditional upon receipt of an MMPR license being obtained.
PharmaCan has invested in and made loans to:
The Peace Naturals Project Inc. (“Peace”) – a corporation incorporated under the laws of Canada. Peace is a licensed producer and seller of medical marihuana with operations in Ontario. CEO and Founder Mark Gobuty leads Peace.
Whistler Medical Marijuana Corporation (“Whistler”) – a corporation incorporated under the laws of British Columbia. Whistler is a licensed producer and seller of medical marihuana with operations in Whistler, British Columbia. Founder and CEO Chris Pelz leads Whistler.
Vert/Green Medical Inc. (“Vert”) – a corporation incorporated under the laws of Canada. Vert is in the final stages of seeking its license to produce medical marihuana with facility and operations in Drummondville, Quebec. Founder and CEO Dany Lefebvre leads Vert.
Evergreen Medicinal Supply Inc. (“Evergreen”) – a corporation incorporated under the laws of British Columbia. Evergreen is in the final stages of seeking its license to produce medical marihuana with facility and operations in Victoria, British Columbia. Founder and CEO Shawn Galbraith leads Evergreen.
PharmaCan has entered into a letter of intent to purchase all the shares of In the Zone Produce Ltd. (“In the Zone”), the property on which In the Zone operates, and additionally, the buildings and structures on the property. In the Zone is incorporated under the laws of British Columbia and they are a licensed producer and seller of medical marihuana with operations in Armstrong, British Columbia. The acquisition of In the Zone may close prior to the Transaction, in which case In the Zone will be a wholly owned subsidiary of PharmaCan. The acquisition is still subject to approval by Health Canada under the MMPR.
To date, PharmaCan has raised $10,359,626. PharmaCan has invested $3,392,110 in the PharmaCan Investees and loaned them a further $1,240,000. PharmaCan continues to hold approximately $4,020,000 cash. Financial information will be made available in the form of audited financial statements for the year ending December 31, 2013 and unaudited financial statements for the six-month period ending June 30, 2014.
Officer and Directors
Upon completion of the Transaction, the Board of Directors of Searchtech will consist of five (5) directors, being the three current directors of PharmaCan and two (2) further nominees to be determined with public company, medical marihuana or pharmaceutical industry experience who shall be independent as defined in National Instrument 52-110 – Audit Committees.
Upon completion of the Transaction, it is currently proposed that the directors of ResultCo will be as follows:
Paul Rosen, of Toronto, Ontario, has been involved in a leadership role in the development of several successful start-up companies. Mr. Rosen is a member of the Law Society of Upper Canada and previously practiced constitutional and criminal law in Canada for several years.
Lorne Michael Gertner, of Toronto, Ontario, is an entrepreneur with experience in start-ups, going public transactions, fashion, retail, architecture, real estate and finance. Mr. Gertner is Chairman and CEO of Hill & Gertner Capital Corporation. Mr. Gertner was also a founder and director of Cannasat Pharmaceuticals Inc. and is a graduate of The John H. Daniels Faculty of Architecture, University of Toronto.
Michael Krestell, of Vaughan, Ontario, is President of M Partners Inc. In 2009, Mr. Krestell received a Starmine award by being the number 4 ranked stock picker in Canada. Mr. Krestell received an MBA with distinction from the Schulich School of Business specializing in Finance and Strategic Management and he is a CFA charterholder.
Upon completion of the Transaction, it is expected that Mr. Rosen will serve as President and Chief Executive Officer of ResultCo and Glen A. Huber will serve as V.P., Finance and Chief Financial Officer.
Glen A. Huber, of Toronto, Ontario, is the President of Brett Management Inc., a financial advisory firm. Mr. Huber has a Bachelor of Arts from the University of Toronto. He is a Chartered Accountant and Chartered Insolvency and Restructuring Professional. Mr. Huber has experience building public and private companies and serving as an officer and director.
In addition to customary conditions respecting sponsorship, regulatory and shareholder approvals and due diligence, the transactions are subject to and conditional upon the shareholders of PharmaCan approving the Transaction and the shareholders of Searchtech approving (a) the consolidation of the shares of Searchtech on 1:7 basis, and (b) the change of name of Searchtech to “PharmaCan Capital Corp.”.
Other conditions to completion of the Transaction include:
- Negotiation and execution of a definitive agreement in respect of the Transaction.
- Preparation and filing of a filing statement outlining the definitive terms of the Transaction in accordance with the rules of the Exchange.
- Receipt of all director, shareholder and requisite regulatory approvals relating to the Transaction, including, without limitation, Exchange approval.
Searchtech and PharmaCan will negotiate a formal definitive agreement in good faith (the “Definitive Agreement”). The formal Definitive Agreement will contain covenants, representations, warranties, conditions, indemnities and provisions customary for transactions of the nature of the qualifying transaction.
In seeking approval of the Exchange for the Transaction, Searchtech will request the Exchange’s waiver of any requirement for sponsorship or if waiver is not available, a sponsor for the qualifying transaction will be retained to conduct due diligence and file with the Exchange a sponsorship report satisfactory to the Exchange
Board of Directors’ Recommendation
The Board of Directors of PharmaCan has approved the Transaction and recommends that PharmaCan’s shareholders approve the Transaction. The Board of Directors of Searchtech has approved the Transaction.
About Searchtech Ventures Inc.
Searchtech is a capital pool company governed by Exchange policies. Searchtech’s principal business is the identification and evaluation of assets or businesses with a view to completing a qualifying transaction within the meaning of Exchange policies.
Completion of the proposed transaction is subject to a number of conditions, including but not limited to Exchange acceptance and if applicable pursuant to the Exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 a capital pool company should be considered highly speculative.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Neither Searchtech nor PharmaCan assumes any obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements, unless and until required by applicable securities laws. Additional information identifying risks and uncertainties is contained in Searchtech’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.