Snow Eagle Resources Ltd. and CannaTest Photonics Ltd. Amalgamate to Form FluroTech Ltd. and Completes the Qualifying Transaction
Calgary, Alberta--(Newsfile Corp. - June 5, 2018) - Snow Eagle Resources Ltd. ("Snow Eagle") and CannaTest Photonics Ltd. ("CannaTest") (collectively the "Companies") have completed the qualifying transaction (the "Transaction") previously announced, on the terms set out in the definitive agreement dated January 8, 2018 by amalgamating and continuing as FluroTech Ltd. ("FluroTech" or "the Company"). The Transaction was unanimously approved by the shareholders of both Snow Eagle and CannaTest represented in person or by proxy at their respective shareholder meetings.
Terms of Amalgamation
FluroTech will acquire all of the assets, properties, rights, and privileges, and be subject to all of the liabilities, contracts and obligations of each of the amalgamating corporations. Upon receipt of final approval of the Transaction by the TSX Venture Exchange ("TSXV"), the common shares of FluroTech will begin trading on the TSXV under the symbol (TSXV: TEST). Final approval of the Transaction and the listing of FluroTech remains subject to the receipt by the TSXV of satisfactory final documentation in respect of the Transaction and the issuance of the Final Exchange Bulletin, which is expected later this week.
There were 49,651,527 common shares issued and outstanding immediately after the closing of the Transaction, with the former shareholders of Snow Eagle holding approximately 3.0% of the common shares of the Company and the former shareholders of CannaTest holding approximately 97.0% of the common shares of the Company.
The anticipated listing of FluroTech's shares falls in the same period as when the Company's marketing and branding plans commence. As FluroTech's website is introduced, the CompleTest™ brand will be unveiled and relevant corporate information and leadership positions will be accessible.
Further details on these and other terms of the Transaction are set out in the Joint Management Information Circular with respect to the Transaction dated April 24, 2018, which is available at www.sedar.com.
Management, Board of Directors and Auditors of the Corporation
The officers of FluroTech consist of Danny Dalla-Longa (Chief Executive Officer and President), Gary P. Jones (Chief Financial Officer), and Elmar J. Prenner (Chief Technology Officer) and Rex H. Kary (Chief Operating Officer and Corporate Secretary.
FluroTech's board of directors is comprised of Danny Dalla-Longa, Elmar J. Prenner, Richard Hanson, Dr. Brendan Miles, and Sid Dutchak.
MNP LLP will be the auditor of the Company, upon completion of the Transactions.
FluroTech is a technology and marketing company whose core business is focused on the commercialization of new technologies in the cannabis industry. FluroTech's proprietary spectroscopy-based technology allows for the testing and identification of organic and inorganic compounds contained within biological samples derived from cannabis plants. Using the technology that was developed at the University of Calgary in conjunction with the University of Alberta, FluroTech has developed a two-part solution comprising an instrument called the CompleTest™ and consumable testing kits.
To learn more, visit www.FluroTech.com.
CompleTest™ is FluroTech's flagship brand and product line. CompleTest™ is a portable, cost-effective, state-of- the-art cannabis testing device. It provides quick, accurate, and consistent testing results. It's designed for cultivators, dispensaries and anyone with a vested interest in consumer safety to test the quality and safety of their cannabis products and optimize potency yield.
Alistair Ross Technology Centre
Suite 111, 3553-31 Street NW
Calgary, AB T2L 2K7
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 future performance of the Company.
The Company made certain material assumptions, including but not limited to prevailing market conditions and general business, economic, competitive, political and social uncertainties 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. There can be no assurance that the Transaction will be completed in its entirety or the shares of the Company listed on the TSXV.Investors are cautioned that, except as disclosed in the joint information circular dated April 24, 2018, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
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 and regulatory and other risks associated with the medical cannabis industry in general. The Company cautions that the foregoing list of material risk factors and assumptions is not exhaustive.
The Company 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.
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 of this release.
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Source: Newsfile Corp.