Strachan Resources Ltd.
TSX VENTURE : SCN.P

December 08, 2011 19:53 ET

Strachan Resources Ltd. Announces Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 8, 2011) - Strachan Resources Ltd. ("Strachan") (TSX VENTURE:SCN.P) is pleased to announce that it has entered into a letter of intent dated November 29, 2011 with the shareholders of Varion Capital Corp. ("Varion"), a company in the business of equipment leasing in Canada in respect of a proposed "qualifying transaction" that is to be conducted in accordance with TSX Venture Exchange (the "Exchange") Policy 2.4 concerning Capital Pool Companies.

Under the terms of the agreement, Strachan will acquire 100 percent of the issued and outstanding common shares of Varion which are held by seven shareholders. As consideration Strachan will issue 20,000,000 common shares. The shares issued are to be subject to escrow restrictions pursuant to Exchange Policy. The controlling shareholders of Varion are James Jang Family Trust, Steve Passant Family Trust and Curt Elchuk Family Trust. Mssrs. Jang and Passant reside in North Vancouver, Britiish Columbia and Mr. Elchuk resides in Edmonton, Alberta. Of the four other shareholders Hugh Graham Christie Family Trust and Darren Brooks reside in North Vancouver, BC., Notsonewco Capital Inc. is located in Kelowna BC, and Penelope Lee Thome resides in Edmonton, Alberta. Notsonewco Capital Inc. is a private company owned by James Herrick.

Upon completion of the qualifying transaction, Strachan will be a Tier 2 Issuer.

The proposed acquisition will be negotiated and carried out by the parties dealing at arm's length to one another and therefore will not be a Non-Arm's Length Qualifying Transaction, as such term is defined under the rules and policies of the Exchange. As a result, the proposed acquisition will not require shareholder approval from the shareholders of Strachan.

Varion

Since its incorporation in Alberta in 2005 Varion has been in the business of industrial and commercial equipment leasing in Canada in the following sectors: transport, construction, health care, technology, light industrial, office products, green energy, hospitality, materials handling and forestry. The head office of Varion is in North Vancouver, British Columbia.

At September 30, 2010 Varion had the following audited results, $1,965,945 in equipment leases, $707,397 in secured equipment loans and $105,385 in other loans, and total liabilities of $708,760. It had net after tax earnings of $415,279 (2009 - $236,347). The audited financial statements for the year end September 30, 2011 are expected to be available in December 2011 and are expected to reflect improved financial performance and portfolio growth.

Conditions of Closing

Completion of the proposed acquisition will be subject to certain conditions including:

(a) Approval of the acquisition by the board of directors of Strachan and Varion;

(b) Completion of satisfactory due diligence review by the parties;

(c) Approval by the Exchange of all elements of this transaction as a Qualifying Transaction as defined by Exchange policy, including without limitation the purchase and sale of the issued and outstanding shares of Varion and of the acceptability of the directors and officers of the resulting issuer;

(d) Completion of the formal agreement;

(e) An agreement being in place between Varion and related companies and others relating to services being provided to Varion, and

(f) All of the representations and warranties being true at the time given and at closing.

Sponsorship

Strachan will be seeking a waiver from the Exchange for the appointment of a sponsor for this transaction.

Directors and Officers

The following are intended to be the directors and officers of the resulting issuer on completion of the transaction.

James Chadwick Jang, CEO, President and Director

James Jang is a founding shareholder and a Director and President of Varion since 2005. He is a founding shareholder, Director, and Secretary/ Treasurer since December 2003 and Vice President since December 2006 of Lease Link Canada Corp. an equipment lease brokerage company in western Canada. In 1994 Mr. Jang, founded Perspective Technologies Inc. which he sold to Imaginative Computer Solutions Inc. in 2005.

Mr. Jang has been an independent board member of Uniserve Communications Corporation., an Exchange listed company, since 2008.

Steven Dale Passant, Director

Mr. Passant is a founding shareholder, Director, and Treasurer of Varion since December 2005. He is a founding shareholder, a Director and Vice President of Lease Link Canada Inc. since December 2003. He has held senior positions with several Canadian national leasing corporations including Newcourt Financial, Comcorp Financial Services Inc. and Norex Leasing Inc.

Steve Mathiesen, Secretary and Director

Mr. Mathiesen is a business lawyer. He has been a partner with McMillan LLP (formerly Lang Michener LLP) of Vancouver since 2002. His practice includes mergers and acquisitions and financings for public and private companies and ventures involved in the technology, real estate, resource and other sectors. He is currently a director and officer of several Exchange listed companies.

Gary Mathiesen, Director

Mr. Mathiesen is a chartered accountant. He has been the President and principal of Quay Property Management Corp., and related companies since October, 2000. Quay Property Management Corp. is a real estate management company which currently manages and owns Lonsdale Quay Market and Tsawwassen Quay Market, and previously a number of other real estate projects and businesses in Canada, the US and other countries. Mr. Mathiesen has served asan officer and director of several Exchange listed companies.

William Spratt, Director

Mr. Spratt provides consulting services to technology companies, specializing in the areas of strategic planning, mergers and acquisitions, and the commercialization of new technology. He has served as CEO and as a board member of several public and private companies in Canada (2002-2009) including Uniserve Communications Corporation, a Canadian telecommunications service provider. Prior to 2002, Mr. Spratt spent 12 years with the Royal Bank of Canada, where he managed credit, service and liability portfolios; and, as part of the North American Markets team, assisted with the US acquisitions that led the bank's expansion into the US retail marketplace.

Darren Brooks, CFO

Mr. Brooks has been Chief Financial Officer of Varion in since November 2009 and prior to that was in house accountant from June 2007. He has also been Manager, Finance and Accounting of Lease Link since June 2007. Over the last 15 years he has held a number of progressive positions in the finance and accounting field. Darren previously worked in the indirect tax practice of a major Vancouver accounting firm. His experience also includes several years as a credit analyst with (Ford Credit Canada Limited).

Mr. Brooks obtained his CMA designation in 2004. He is a current member of the Certified Management Accountants Society of British Columbia and holds a Bachelor of Business Administration from Simon Fraser University.

Strachan will provide additional information in a subsequent news release regarding such matters as sponsorship status and any other material information regarding the Qualifying Transaction.

Trading in the shares of Strachan will remain halted until completion of the QT, or satisfactory documentation is filed with the Exchange.

Statements in this press release regarding the Company's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed transaction. 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 transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. 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 or filing statement 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.

ON BEHALF OF THE BOARD

STRACHAN RESOURCES LTD.

Gary Mathiesen, President

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

Contact Information

  • Strachan Resources Ltd.
    Gary Mathiesen
    President
    (604) 685-2391