STRACHAN TSXV SYMBOL –SCN.P
VANCOUVER, Nov. 28, 2014 /CNW/ - Strachan Resources Ltd. ("Strachan") and Lotus Ventures Inc. ("Private Lotus"), announce, further to Strachan's news release of July 31, 2014, that they have now amalgamated under the BC Business Corporations Act, pursuant to that Amalgamation Agreement dated as of July 30, 2014, as amended. The resulting amalgamated corporation is known as Lotus Ventures Inc. ("Lotus").
Lotus holds certain rights with respect to a BC medical marijuana production facility and has applied to Health Canada for a marijuana production licence under the new federal regulations.
In accordance with the Amalgamation Agreement, the shares of Strachan have been exchanged for common shares of Lotus ("Lotus Shares") on the basis of one common share of Strachan for one Lotus Share. The shares of Private Lotus have also been exchanged for Lotus Shares on the basis of one common share of Private Lotus for one Lotus Share.
The Amalgamation was subject to the following conditions which have now been satisfied (i) approval by the shareholders of Strachan obtained at the shareholders meeting held October 20, 2014 by a special majority of the arm's length parties and parties not related to the Amalgamation; (ii) the surrender and cancellation of the remaining 1,500,000 shares of Strachan in escrow; and (iii) the issuance to the Strachan founders of 2,500,000 of Lotus Shares at a price of $0.005 per share, to be escrowed.
Private Lotus completed a non-brokered private placement of 1,374,000 Private Lotus shares at $0.25 per share for gross proceeds of $343,500. Private Lotus paid $10,000 in finder's fees.
Lotus has received conditional approval from the Canadian Securities Exchange (CSE) to the listing of the Lotus Shares on the CSE. Subject to final listing approval from the CSE and the delisting of Strachan shares from the TSXV, Lotus anticipates that its shares will be called for trading on the CSE by mid December.
Lotus has the rights under an agreement between Carl Correia and 0998918 B.C. Ltd. (the "Vendors") and Private Lotus (the "Option Exercise Agreement") which replaces in its entirety the Option Agreement previously held. Lotus has the rights to acquire a BC production facility and operating assets, to be operated under the Marijuana for Medical Purposes Regulations (MMPR) upon obtaining a new production license, for which application has been made to Health Canada. The facility currently produces medical marijuana pursuant to four licenses under the Medical Marijuana Access Regulations (MMAR).
In connection with the Option Exercise Agreement, Private Lotus issued 1,700,000 common shares to each of the Vendors for a total of 3,400,000 common shares at a deemed price of $0.02 per share. Private Lotus acquired Correia's agreement to be the Chief Operating Officer of Lotus and the Person in Charge in the MMPR Application, to assist Lotus to obtain approval of the application from Health Canada and to assist negotiating a new lease on the property on which the facility is located.
With the completion of the Amalgamation and the other transactions set out above, there are currently 26,774,000 Lotus Shares issued and outstanding. There are stock options outstanding exercisable to purchase 500,000 Lotus Shares at $0.10 per share until December 24, 2015 and further options exercisable to purchase 1,000,000 shares at $0.25 per share for five years from the date of listing on the CSE.
The directors and officers of Lotus are as follows ( see more particulars in the Strachan July 31, 2014 news release):
Dale McClanaghan President, CEO and Director
Steve Mathiesen, Director
Carl Busby, Director-
Gary Mathiesen, CFO, and
Carl Correia, COO
ON BEHALF OF THE BOARD
LOTUS VENTURES INC.
/s/ Dale Mc Clanaghan
Dale McClanaghan, President
Statements in this news release regarding Lotus' business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed transactions. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
Completion of the transactions are subject to certain conditions, including but not limited to regulatory approval. There can be no assurance that the transactions will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the prospectus and management information circular prepared in connection with the transactions, any information released or received with respect to the transactions may not be accurate or complete and should not be relied upon. Trading in the securities of the Lotus should be considered highly speculative.
NEITHER 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.
SOURCE: Strachan Resources Ltd.
For further information: Dale McClanaghan, Lotus Ventures Inc., (604) 644-9844