Lonsdale Public Ventures Inc.
TSX VENTURE : LON.P

October 05, 2005 15:43 ET

Lonsdale Public Ventures Inc. Announces Letter Of Intent

TORONTO, ONTARIO--(CCNMatthews - Oct. 5, 2005) - LONSDALE PUBLIC VENTURES INC. (TSX VENTURE:LON.P) ("Lonsdale" or the "Corporation"), a Capital Pool Company, announced today that it has entered into a letter of intent concerning the amalgamation of Lonsdale and Cannasat Therapeutics Inc ("Cannasat"). The amalgamation, if completed, will be Lonsdale's qualifying transaction pursuant to the policies of the TSX Venture Exchange Inc. (the "Exchange").

The amalgamation is proposed on the basis that the shares of Lonsdale will be consolidated. Each shareholder of Lonsdale will receive one common share in the amalgamated company for each consolidated share that they hold in Lonsdale. The security holders of Cannasat will receive the same number and type of securities of the amalgamated company that they hold in Cannasat. It is a condition of the amalgamation that Lonsdale be continued under the laws of Canada and that Cannasat conduct a private placement. The private placement is to be for a minimum of $1,000,000 and a maximum of $3,000,000. In addition, Lonsdale's name and auditors will be changed.

Cannasat is a private company incorporated under the laws of Canada on January 16, 2004 with its head office located in Toronto, Ontario.

Cannasat is researching the therapeutic benefits of cannabis and developing novel cannabinoid pharmaceutical products. Cannasat is pursuing two complementary business strategies: (1) medicinal cannabis research and education with Cannasat's business partner, Saskatoon-based Prairie Plant Systems Inc., the only government licensed grower and distributor of medicinal cannabis in Canada; (2) the development of a number of novel cannabinoid-based pharmaceutical products to be introduced to the market through the regulatory drug approval process.

Cannasat was formed in response to unique developments in Canada over the past few years that have resulted in a favourable environment for cannabis and cannabinoid research and product development. Among other important developments, in 2001, Health Canada enacted the Marihuana Medical Access Regulations ("MMAR"), effectively making Canada the first country in the world to allow its citizens to legally access cannabis for medical purposes. Individuals who can apply to Health Canada to legally possess cannabis for medical purposes include individuals with cancer, HIV/AIDS, multiple sclerosis, spinal cord injury or disease, epilepsy, severe arthritis and others. Furthermore, recent advances in cannabinoid science have resulted in new interest in cannabinoid drug development and bringing new products to market.

Lonsdale is currently in the process of preparing a detailed press release regarding the proposed qualifying transaction which will satisfy the disclosure requirements of the Exchange. Trading in the common shares of Lonsdale will remain halted pending the release of more fulsome disclosure regarding the proposed qualifying transaction and the satisfaction of the filing requirements of the Exchange.

The transaction is non-arm's length as certain directors, officers and shareholders of Lonsdale are also directors, officers and shareholders of Cannasat. Completion of the amalgamation is subject to a number of conditions, including but not limited to, negotiation and signing of a definitive agreement, Exchange acceptance and majority of the minority shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

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

Contact Information

  • Lonsdale Public Ventures Inc.
    Lorne Gertner
    (416) 955-7775 ext. 222
    (416) 703-8752 (FAX)