CALGARY, Alberta, Jan. 09, 2018 (GLOBE NEWSWIRE) — Snow Eagle Resources Ltd. (“Snow Eagle“), a capital pool company listed on the TSX Venture Exchange (the “TSXV“), is pleased to announce that, further to its press release of September 15, 2017, it has signed a definitive agreement dated January 8, 2018 (the “Amalgamation Agreement“) with CannaTest Photonics Ltd. (“CannaTest“) setting forth the terms and conditions of the proposed amalgamation of CannaTest and Snow Eagle (the “Transaction“).
Pursuant to the Amalgamation Agreement, each holder of Snow Eagle common shares will receive one common share of the issuer resulting from the Transaction (the “Resulting Issuer“) for every 4.5 common shares of Snow Eagle held prior to the Transaction, and each holder of CannaTest common shares will receive one common share of the Resulting Issuer for every one CannaTest share held prior to the Transaction at a deemed price of 45 cents per CannaTest share, for a total of 27,532,700 common shares of the Resulting Issuer and a total purchase price of $12,389,715. Snow Eagle intends for the Transaction to constitute its qualifying transaction, as such term is defined in the policies of the TSXV.
The Transaction is subject to a number of conditions, including but not limited to: requisite regulatory, corporate and third party approvals, including TSXV approval; approval of Snow Eagle’s shareholders of a continuation of Snow Eagle into the Province of Alberta under the Business Corporation Act (Alberta); approval by Snow Eagle’s board of directors; receipt of all required board and shareholder approvals of CannaTest; and completion by CannaTest of an offering of units of CannaTest for gross proceeds of at least $2 million, each unit comprised one common share of CannaTest and one-half of one warrant. Each warrant entitles the holder to purchase one common share of CannaTest at a price of 70 cents per share for a period of 24 months following closing of the offering. Further details on the terms of the CannaTest Offering and the board of directors and senior management of the Resulting Issuer are provided in Snow Eagle’s press release of September 15, 2017. Danny Dalla-Longa will act as the corporate secretary of the Resulting Issuer.
About CannaTest Photonics Ltd.
CannaTest is a technology and marketing company whose core business is focused on the commercialization of a new spectroscopy-based technology in the cannabis and hemp industries. CannaTest has exclusive ownership of the technology for the purpose of testing and identifying organic and inorganic compounds contained within biological samples derived from cannabis or hemp plants. Using the technology, CannaTest has developed a two-part solution comprising an instrument called the Optic-Q and consumable testing kits. The Optic-Q is a portable and customizable device that, upon the completion of its development, will assist producers in the medical cannabis industry in optimizing and tracking the quality and safety of their products.
CannaTest currently has not commenced commercial operations. If it receives sufficient funds under the CannaTest financing, CannaTest plans to complete the final phase of development of its proprietary platform technology and begin production of its market-ready product. CannaTest is in the process of preparing its audited financial statements, which will be included in the filing statement that will be submitted to the TSXV and released in a subsequent press release.
Stock Exchange Matters
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested 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 Snow Eagle 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 news release.
This press release is not an offer of securities of Snow Eagle for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities of Snow Eagle in any state in which such offer, solicitation or sale would be unlawful.
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position.
The forward-looking information in this news release includes disclosure about the terms of the proposed Transaction, the proposed structure of the Transaction, the terms of the concurrent CannaTest offering and the business and operations of the Resulting Issuer after the completion of the proposed Transaction.
Snow Eagle made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the terms of the CannaTest financing; and the ability of the Resulting Issuer to execute and achieve its business objectives, to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of Snow Eagle or CannaTest to complete the proposed Transaction on the terms disclosed in this news release, or at all; the inability of Snow Eagle to obtain TSXV acceptance; refusal of the proposed directors or officers to act for the Resulting Issuer for any reason, including conflicts of interest; reliance on key and qualified personnel; and regulatory and other risks associated with the medical cannabis industry in general. Snow Eagle cautions that the foregoing list of material risk factors and assumptions is not exhaustive.
Snow Eagle assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.
Contact Information
Snow Eagle Resources Ltd.
436 Lands End Road
North Saanich, British Columbia V8L 5L9
David Tonken
778.426.3329
[email protected]