Qualifying Transaction – PharmaCan Capital Corp.

December 11, 2014

Paul Pathak and Michael Cook worked with Searchtech Ventures Inc. to close its Qualifying Transaction. A copy of the transaction press release is reproduced below.

 

Toronto, Ontario – (December 11, 2014) PharmaCan Capital Corp. (formerly Searchtech Ventures Inc.) (the “Corporation”) (MJN – TSXV) is pleased to announce that, subject to the completion of filings with the TSX Venture Exchange, (the “Exchange”), it has closed its qualifying transaction (the “Qualifying Transaction”) with Hortican Inc. dba PharmaCan Capital (“PharmaCan”), which was previously announced on July 17, 2014. 

 

The Qualifying Transaction involved a three-cornered amalgamation by way of plan of arrangement in which PharmaCan amalgamated with a new wholly owned subsidiary of the Corporation formed solely for the purpose of facilitating the transaction (the “Amalgamation”). Immediately prior to the completion of  the  Qualifying Transaction the Corporation changed  its  name  to  PharmaCan Capital  Corp.  and consolidated its shares on a one for seven (1:7) basis. 

 

Pursuant to the Amalgamation, the Corporation indirectly acquired all of the issued and outstanding shares of PharmaCan (the “PharmaCan Shares”)  and issued post consolidation shares of the Corporation on the basis of approximately 2.1339 post-consolidation shares for each one PharmaCan Share (the “Conversion Ratio”). PharmaCan warrants, stock options, and convertible debentures are also exchangeable at the Conversion Ratio, and the exercise prices for such securities will be divided by the Conversion Ratio.   The Corporation now has 34,893,257 post Consolidation common shares issued and outstanding following completion of the Qualifying Transaction. 

 

The Corporation intends to complete final post-closing filings with the Exchange this week and expects the post-consolidation shares of the Corporation will begin trading under the name “PharmaCan Capital Corp.” under the trading symbol “MJN” sometime next week, subject to the Exchange’s satisfaction of the required filings. 

 

The new management of the Corporation consists of Paul Rosen as President and Chief Executive Officer and Glen A. Huber as Vice President Finance and Chief Financial Officer. The Board of Directors of the Corporation now consists of  Paul Rosen, Alan Friedman, Ryan Roebuck, Glen A. Huber, Michael Krestell, Lorne Gertner and Steven Isenberg. Additional information, including background biographies of the officers and directors are contained in the filing statement of the Corporation dated November 28, 2014 which is filed on SEDAR at www.sedar.com under the Corporation’s profile. 

 

In connection with the Qualifying Transaction, Alan Rootenberg resigned as Chief Executive Officer, Chief Financial Officer and as a Director and Matthew Lerner resigned as a Director of the Corporation. 

 

About PharmaCan Capital Corp.

PharmaCan Capital Corp. is a company in the business of investing in companies either licensed, or actively seeking a license, to produce medical marihuana pursuant to Canada’s Marihuana for Medical Purposes Regulations (“MMPR”). PharmaCan has made eight investments to date, including in three of the fourteen companies that are listed on Heath Canada’s website as licensed to produce and sell medical marihuana as well as another two of the eight companies that are listed on Health Canada’s website as licensed to produce medical marihuana.

 

 

Corporate News, S. Paul Pathak, Securities, Transaction Press Releases