TORONTO, ONTARIO–(Marketwired – Oct. 3, 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, is pleased to announce that, further to a press release dated July 17, 2014, it has entered into a definitive agreement with Hortican Inc. dba PharmaCan Capital (“PharmaCan”), dated October 3, 2014, (the “Arrangement Agreement”) pursuant to which Searchtech will acquire all of the issued and outstanding shares of PharmaCan (the “PharmaCan Shares”) and issue shares of Searchtech following consolidation on a one for seven (1:7) basis (each, a “Searchtech Share”) as consideration on the basis of approximately 2.1339 post-consolidation Searchtech Shares for each one PharmaCan Share (the “Conversion Ratio”). PharmaCan has also issued warrants, stock options, and convertible debentures which will also be exchanged at the Conversion Ratio, and the exercise prices for such securities will be divided by the Conversion Ratio. The transaction is to be completed by way of a plan of arrangement (the “Arrangement”) under the provisions of the Canada Business Corporations Act. As previously announced in its press release dated July 17, 2014, the Arrangement will constitute Searchtech’s qualifying transaction (the “Qualifying Transaction”) pursuant to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”).
The Arrangement will be structured as a three-cornered amalgamation by way of plan of arrangement in which PharmaCan will amalgamate with a new wholly owned subsidiary of Searchtech formed solely for the purpose of facilitating the Arrangement. Immediately prior to the completion of the Arrangement, Searchtech will change its name to PharmaCan Capital Corp. and consolidate its shares on a one for seven (1:7) basis.
Completion of the Arrangement is subject to a number of conditions including:
- approval by the shareholders of PharmaCan;
- approvals of the Ontario Superior Court of Justice (Commercial List) and the Exchange;
- Searchtech shall have changed its name to “PharmaCan Capital Corp.” or such other name as may be acceptable to PharamCan and any relevant government entities;
- the Searchtech Shares shall have been consolidated on one for seven (1:7) basis; and
- such other conditions as provided in the Arrangement Agreement.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, or any state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
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.
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.
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.