Printer Friendly
The Free Library
5,672,723 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

Cannasat Therapeutics Inc. and Lonsdale Public Ventures Inc. Announce Completion of Qualifying Transaction.


TORONTO -- CANNASAT THERAPEUTICS therapeutics

Treatment and care to combat disease or alleviate pain or injury. Its tools include drugs, surgery, radiation therapy, mechanical devices, diet, and psychiatry.
 INC inc - /ink/ increment, i.e. increase by one. Especially used by assembly programmers, as many assembly languages have an "inc" mnemonic.

Antonym: dec.
. (formerly Lonsdale Public Ventures Inc. ("Lonsdale"))(TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
 VENTURE:CTH CTH Commonwealth
CTH Chalmers Tekniska Högskola (Chalmers University of Technology, Göteborg, Sweden)
CTH Contract to Hire
CTH Cardiothoracic
CTH Cystathionase
CTH Confederación de Trabajadores de Honduras
) announced the completion of the amalgamation amalgamation /amal·ga·ma·tion/ (ah-mal´gah-ma´shun) trituration (3).
amalgamation (
 (the "Amalgamation") of Lonsdale and Cannasat Therapeutics Inc. ("Cannasat") to form a new company ("Amalco") with the name "Cannasat Therapeutics Inc." under the provisions of the Business Corporations Act (Canada).

Cannasat Therapeutics Inc.

The Amalgamation constitutes the qualifying transaction of Lonsdale pursuant to the policies of the TSX Venture Exchange TSX Venture Exchange

Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors.
 Inc. (the "Exchange") and is the means by which Cannasat has become a public issuer. Cannasat has been a private company researching the therapeutic benefits of cannabis cannabis: see hemp; marijuana.
cannabis

Any plant of the genus Cannabis, which contains a single species, C. sativa. It is widely cultivated throughout the northern temperate zone.
 and developing cannabinoid cannabinoid /can·nab·i·noid/ (kah-nab´i-noid) any of the principles of Cannabis, including tetrahydrocannabinol, cannabinol, and cannabidiol.

can·nab·i·noid
n.
 pharmaceutical products. Cannasat is pursuing two complementary business strategies. The first consists of medicinal medicinal /me·dic·i·nal/ (mi-dis´in-il) having healing qualities; pertaining to a medicine.

me·dic·i·nal
adj.
Of, relating to, or having the properties of medicine.
 cannabis research and development with Cannasat's business partner, Prairie Plant Systems Prairie Plant Systems is a Saskatoon, Saskatchewan-based company established in 1988. It specializes in biosecure underground growth chambers used for plant-made pharmaceuticals .  Inc., the only government licensed grower and distributor of medicinal cannabis in Canada. The second is the development of cannabinoid-based pharmaceutical products to be introduced to the market through the traditional regulatory drug approval process.

Shareholder Approval

The Amalgamation was a non-arm's length transaction and as a result, shareholder approval was required pursuant to the policies of the Exchange. Lonsdale issued an information circular Information Circular

A document sent to shareholders outlining important matters to be discussed at the annual shareholders' meeting.

Notes:
Sent along with a proxy, the information circular may cover matters such as the election of the Board of Directors, possible
 pursuant to Exchange policies containing full disclosure regarding Cannasat and the transaction. The information circular is accessible on SEDAR SEDAR System for Electronic Document Analysis and Retrieval
SEDAR Southeast Data, Assessment, and Review
 by viewing Lonsdale's public documents (www.sedar.com).

A meeting of the shareholders of Lonsdale was held on February 23, 2006. At this time, the "majority of the minority" shareholders of Lonsdale approved the Amalgamation of Lonsdale and Cannasat as the qualifying transaction of Lonsdale in accordance with the policies of the Exchange. In addition, the shareholders of Lonsdale approved the continuance The adjournment or postponement of an action pending in a court to a later date of the same or another session of the court, granted by a court in response to a motion made by a party to a lawsuit.  of Lonsdale from the Business Corporations Act (Ontario) to the Business Corporations Act (Canada), the consolidation of its shares, an increase in the number of directors of Lonsdale to seven, the election of new directors, the change of its name to "Cannasat Therapeutics Inc." and the change in its auditors to Deloitte & Touche LLP LLP - Lower Layer Protocol . A meeting of the shareholders of Cannasat was held on February 28, 2006. At this time, the shareholders of Cannasat approved the Amalgamation.

Lonsdale Shareholders

Prior to the Amalgamation, Lonsdale had 7,800,000 Common Shares issued and outstanding and had granted options to acquire 1,155,000 Common Shares. As part of the Amalgamation, Lonsdale agreed to consolidate its shares on the basis of 1.194 Common Shares for each Amalco Common Share.

After completion of the Amalgamation, holders of Lonsdale Common Shares will hold 6,532,662 Amalco Common Shares. In addition, the holders of Lonsdale's options will be entitled en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 to acquire 967,336 Amalco Common Shares.

Cannasat Shareholders

Prior to the Amalgamation, Cannasat had 12,000,000 Common Shares and 10,725,575 Class A Shares issued and outstanding. Cannasat also had granted 2,090,000 warrants entitling the holders to acquire 3,135,000 Class A Shares and 1,525,000 options entitling the holders to acquire 1,525,000 Class A Shares.

Pursuant to the Amalgamation, the holders of Cannasat Common Shares and Cannasat Class A Shares received Amalco Common Shares with a deemed value of $0.30 per share. In addition, the holders of each outstanding Cannasat warrant and Cannasat option were exchanged for one Amalco replacement warrant or option for the applicable number of Amalco Common Shares and exercise price.

The policies of the Exchange only permit "surplus securities" to equal 50% of the issued and outstanding shares of Amalco immediately following the Amalgamation. As a result, the 12,000,000 Cannasat Common Shares were consolidated and converted into 23,049,390 Amalco Common Shares. The Cannasat Class A Shares were converted on a three for one basis into 32,176,725 Amalco Common Shares.

After completion of the Amalgamation, the securityholders of Cannasat will receive an aggregate of 55,226,115 Amalco Common Shares, Amalco replacement warrants to acquire 9,405,000 Amalco Common Shares and Amalco replacement options to acquire 4,575,000 Amalco Common Shares.

Cannasat has agreed to increase the exercise price for certain options and warrants to $0.30 which is the same as the transaction price for the qualifying transaction. The increased price will affect options to acquire 1,755,001 Amalco Common Shares and warrants to acquire 2,400,000 Amalco Common Shares which were granted to principals of Cannasat. As a result of the increase in the exercise price, the Amalco Common Shares which are acquired on the exercise of the options and warrants will not be subject to escrow escrow

Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition.
.

Escrow Arrangements

The policies of the Exchange require that securities issued for less than $0.05 per share and securities held by parties related to Amalco be held in escrow. As a result, 35,058,879 Amalco Common Shares will be subject to escrow and released over a period of 72 months on the basis of 5% six months after the final Exchange bulletin, 5% every six months thereafter for the next 18 months and 10% every six months thereafter for the next 48 months. A further 705,000 Amalco Common Shares will be subject to escrow and released over a period of 36 months on the basis of 10% on the date of the final Exchange bulletin and 15% every six months thereafter.

These escrow arrangements are in addition to the escrow arrangements affecting 3,391,960 Amalco Common Shares which are owned by shareholders of Lonsdale and are subject to escrow. These shares will be released over a period of 36 months on the basis of 10% on the date of the final Exchange bulletin and 15% every six months thereafter.

Private Placement

Cannasat completed a private placement immediately prior to the Amalgamation. The private placement was in the amount of $1,148,703 and resulted in the issuance of 1,276,336 Cannasat Class A Shares. These shares were subdivided as part of the Amalgamation into 3,829,008 Amalco Common Shares.

Cannasat retained Dominick & Dominick Securities Inc. to act as agent to assist in completion of the private placement. The agent received a commission of 2% of the gross proceeds derived from investors introduced by Cannasat and 8% of the gross proceeds derived from all other investors as well as reimbursement Reimbursement

Payment made to someone for out-of-pocket expenses has incurred.
 of its expenses. In addition, the agent received a non-transferable option to purchase up to 361,086 Amalco Common Shares at a price of $0.30 for each share for a term of 24 months following completion of the private placement.

The completion of the transaction is subject to approval by the Exchange.

The Amalco Common Shares are to commence trading on the Exchange under the symbol "CTH" on March 23, 2006.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this release.

The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Cannasat Therapeutics Inc. (TSX VENTURE:CTH)
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Publication:Business Wire
Geographic Code:1CANA
Date:Mar 22, 2006
Words:1161
Previous Article:Del Global Technologies Names M. Thomas Boon Vice President of Global Sales and Marketing, Del Medical Systems Group.
Next Article:ACE USA Makes Executive Appointments in ACE Risk Management.
Topics:



Related Articles
Mitsubishi Motors Corp.(Around the World--Newscast)(Brief Article)
Black Point Capital Announces the Filing of the Final Prospectus.
Lonsdale Public Ventures Inc.: Press Release.
York Capital Corp. Announces Conditional Approval Of Its Qualifying Transaction With SilverBirch Studios Inc.
Lonsdale Public Ventures Inc. Announces Letter Of Intent.
Dufort Capital Inc., Now Odesia Group Inc.,Announces the Completion of its Qualifying Transaction with Odesia Solutions Inc.
Lonsdale Public Ventures Inc. Announcement Concerning Qualifying Transaction with Cannasat Therapeutics Inc.
A passion for gerontology: valuing all the members of the staffing team is the secret to running a successful aged-care facility, says Lonsdale nurse...
$9b Trizec deal closed.
Medical marijuana shown at AIDS meet.(HEALTH)

Terms of use | Copyright © 2009 Farlex, Inc. | Feedback | For webmasters | Submit articles