TORONTO, ONTARIO–(November 28, 2014)
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES.
Searchtech Ventures Inc. (“Searchtech”) (TSXV: MJN) a capital pool company, is pleased to announce that its filing statement (the “Filing Statement”) dated November 28, 2014 prepared in accordance with the requirements of the TSX Venture Exchange (the “Exchange’) and relating to its proposed qualifying transaction (the “Qualifying Transaction”) with Hortican Inc. dba PharmaCan (“PharmaCan”) announced on July 17, 2014, has been filed with the Exchange and the applicable Canadian securities regulators. The Filing Statement is available under Searchtech’s corporate profile on SEDAR at www.sedar.com.
The proposed Qualifying Transaction involves the merger of Searchtech and PharmaCan by way of plan of arrangement involving a 3-cornered amalgamation between PharmaCan, Searchtech, and a wholly owned subsidiary of Searchtech. All of the issued and outstanding shares of PharmaCan will be acquired on the basis of 2.1339 post-consolidation common shares of Searchtech for each one (1) common share of PharmaCan. Searchtech will also change its name to “PharmaCan Capital Corp.” and consolidate its common shares on the basis of one (1) post-consolidation common share for each seven (7) preconsolidation common shares.
Final acceptance of the Qualifying Transaction by the Exchange is subject to the satisfaction of certain conditions, including fulfillment of all the remaining filing requirements under the policies of the Exchange. It is anticipated that the Qualifying Transaction will be completed on December 10, 2014, subject to satisfaction of the Exchange conditions.
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.
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 Filing Statement prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying 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 lookingstatements, 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.
For further information please contact:
President and Chief Executive Officer
Chief Executive Officer and Chief Financial Officer
Searchtech Ventures Inc.