Cannasat Therapeutics Inc.
TSX VENTURE : CTH

Cannasat Therapeutics Inc.

March 22, 2006 14:48 ET

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

TORONTO, ONTARIO--(CCNMatthews - March 22, 2006) - CANNASAT THERAPEUTICS INC. (formerly Lonsdale Public Ventures Inc. ("Lonsdale"))(TSX VENTURE:CTH) announced the completion of the 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 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 and developing cannabinoid pharmaceutical products. Cannasat is pursuing two complementary business strategies. The first consists of medicinal cannabis research and development with Cannasat's business partner, Prairie Plant Systems 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 pursuant to Exchange policies containing full disclosure regarding Cannasat and the transaction. The information circular is accessible on SEDAR 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 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. 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 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 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 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.

Contact Information

  • Cannasat Therapeutics Inc.
    Andrew Williams
    Vice-President, Operations
    (416) 703-2449 ext. 253
    (416) 703-8752 (FAX)