Snow Ea­gle to merge with Can­naTest Pho­ton­ics as QT

Snow Ea­gle Re­sources Ltd. plans to ac­quire Can­naTest Pho­ton­ics Ltd., a cannabis tech­nol­ogy com­pany, in a re­verse takeover as Snow Ea­gle’s qual­i­fy­ing trans­ac­tion. The re­sult­ing is­suer will ap­point Danny Dalla-Longa as pres­i­dent and CEO.

Stockwatch Daily - - FRONT PAGE - An anony­mous di­rec­tor re­ports

SNOW EA­GLE Re­sources Ltd. has signed a non-bind­ing let­ter of in­tent with Can­naTest Pho­ton­ics Ltd., a cor­po­ra­tion ex­ist­ing un­der the laws of the prov­ince of Al­berta, pur­suant to which Snow Ea­gle and Can­naTest would com­plete an arm’slength trans­ac­tion that will re­sult in a re­verse takeover of Snow Ea­gle by the share­hold­ers of Can­naTest. Snow Ea­gle is a cap­i­tal pool com­pany and in­tends for the trans­ac­tion to con­sti­tute its qual­i­fy­ing trans­ac­tion. As the trans­ac­tion is not a non-arm’s-length trans­ac­tion, it will not be sub­ject to share­holder ap­proval.

The trans­ac­tion

The LOI is to be su­per­seded by a de­fin­i­tive merger or amal­ga­ma­tion agree­ment to be signed on or around Sept. 30, 2017. It is cur­rently con­tem­plated that the trans­ac­tion will be struc­tured as an amal­ga­ma­tion.

Pur­suant to the amal­ga­ma­tion, each holder of Snow Ea­gle com­mon shares will re­ceive one com­mon share of the is­suer re­sult­ing from the amal­ga­ma­tion for ev­ery 4.5 com­mon shares of Snow Ea­gle held prior to the amal­ga­ma­tion, and each holder of Can­naTest com­mon shares will re­ceive one com­mon share of the re­sult­ing is­suer for ev­ery one Can­naTest share held prior to the amal­ga­ma­tion at a deemed price of 45 cents per Can­naTest share, for a to­tal of 27,532,700 com­mon shares of the re­sult­ing is­suer and a to­tal pur­chase price of $12,389,715.

Can­naTest fi­nanc­ing

In con­nec­tion with the pro­posed trans­ac­tion, Can­naTest will com­plete a fi­nanc­ing for gross pro­ceeds of up to $5-mil­lion with an over­al­lot­ment op­tion for up to an ad­di­tional $1.5-mil­lion or 3,333,333 units. It is an­tic­i­pated that this fi­nanc­ing will be un­der­taken as a best-ef­forts bro­kered pri­vate placement by way of of­fer­ing me­moran­dum of up to 11,111,111 units (or 14,444,444 units if the op­tion is ex­er­cised in full) of Can­naTest at a price of 45 cents per unit, and that it will close im­me­di­ately prior to the clos­ing of the amal­ga­ma­tion. Each unit will com­prise one Can­naTest share and one-half of one war­rant. Each war­rant en­ti­tles the holder to pur­chase one Can­naTest share at a price of 70 cents per Can­naTest share for a pe­riod of 24 months fol­low­ing clos­ing of the Can­naTest fi­nanc­ing, and will con­tain an ac­cel­er­a­tion pro­vi­sion. PI Fi­nan­cial Inc. is the lead agent and will be paid a cash com­mis­sion of 8.5 per cent of the gross pro­ceeds of the Can­naTest fi­nanc­ing. The agent will also be en­ti­tled to re­ceive such num­ber of op­tions as is equal to 8.5 per cent of the ag­gre­gate num­ber of units sold un­der the Can­naTest fi­nanc­ing. Each bro­ker op­tion will en­ti­tle the agent to ac­quire one Can­naTest share at a price of 50 cents for a pe­riod of 36 months fol­low­ing the com­ple­tion of the Can­naTest fi­nanc­ing. Pro­ceeds from the Can­naTest fi­nanc­ing will be used for re­search and de­vel­op­ment, sales and mar­ket­ing, and gen­eral cor­po­rate pur­poses.

Board of di­rec­tors and se­nior man­age­ment of the re­sult­ing is­suer

The board of di­rec­tors of the re­sult­ing is­suer shall be com­posed of five mem­bers and which shal l in clude Danny Dalla-Longa, Dr. El­mar Pren­ner, Richard Han­son and such other nom­i­nees as will be pro­vided to Snow Ea­gle prior to the clos­ing of the trans­ac­tion. Se­nior man­age­ment of the re­sult­ing is­suer will in­clude: Danny Dalla-Longa, pres­i­dent and chief ex­ec­u­tive of­fi­cer; Dr. El­mar Pren­ner, chief tech­ni­cal of­fi­cer; and Gary Jones, chief fi­nan­cial of­fi­cer.

About Can­naTest Pho­ton­ics Ltd.

Can­naTest is a tech­nol­ogy and mar­ket­ing com­pany whose core busi­ness is fo­cused on the com­mer­cial­iza­tion of a new spec­troscopy-based tech­nol­ogy in the cannabis and hemp in­dus­tries. Us­ing the tech­nol­ogy, Can­naTest has de­vel­oped a two-part so­lu­tion com­pris­ing an in­stru­ment called the Op­tic-Q and con­sum­able test­ing kits. The Op­tic-Q is a por­ta­ble and cus­tom­iz­a­ble de­vice that will as­sist producers in the med­i­cal cannabis in­dus­try in op­ti­miz­ing and track­ing the qual­ity and safety of their prod­ucts.

Can­naTest cur­rently has not com­menced com­mer­cial op­er­a­tions. If it re­ceives suf­fi­cient funds un­der the Can­naTest fi­nanc­ing, Can­naTest plans to com­plete the fi­nal phase of de­vel­op­ment of its pro­pri­etary plat­form tech­nol­ogy and be­gin pro­duc­tion of its mar­ket-ready prod­uct.

Snow Ea­gle cor­po­rate up­date

The pre­vi­ously an­nounced ar­range­ment agree­ment with Bukit En­ergy Inc. has ex­pired in ac­cor­dance with its terms. Rod Kirkham has re­signed from the board of di­rec­tors of Snow Ea­gle. Snow Ea­gle is in the process of ap­point­ing an ad­di­tional di­rec­tor.

We seek Safe Har­bor.

Erika Flores con­densed this news re­lease (erikaf@stock­watch.com).

Gre­gory B Matthews, David Leonard Tonken

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