(via Thenewswire.ca)
Vancouver, British Columbia, Canada / TheNewswire / May 4, 2015, Kariana Resources Inc. (CSE: KAA) ("Kariana" or the "Company") and Canna Delivery Systems Inc. ("Canna") are pleased to announce that further to the press release dated March 20, 2015, Kariana has completed the acquisition (the "Transaction") of all the issued and outstanding shares of Canna pursuant to a share exchange agreement dated March 20, 2015 (the "Agreement").
Canna's filmstrip technologies produce an oral delivery system that can be used for energy elixirs, herbal remedies and a smokeless alternative option to medical and recreational users of cannabis. Canna's technology produces infused strips (similar to breath strips) that are not only a safer, healthier option to smoking but also a new way to accurately meter the dosage and assure the purity of the product. The Company will license the technology to licensees, who will in turn manufacture CannaStrips where the legal use of marijuana is allowed.
Canna CEO Brad Eckenweiler commented, "I believe that the acquisition of Canna Delivery Systems by Kariana Resources is extremely well timed, as the world view of cannabis is changing and the areas of marketability are expanding, the benefit of a smokeless and discreet method of delivery is increasingly more desirable. The benefits of the public market and the expanded visibility that it brings will accelerate the branding and marketing efforts for the CannaStrips technology."
Pursuant to the terms of the Agreement, the Company has issued to Canna's shareholders, pro rata, an aggregate of 7,800,000 common shares of the Company (the "Performance Shares") at a deemed price of $0.15 per Performance Share. The Performance Shares are subject to escrow provisions pursuant to the Agreement and will be released upon achieving certain future financial milestones.
In connection with the Transaction, the Company issued 83,333 common shares of the Company (the "Finder Shares") to an arm's length finder for assistance in closing the Transaction. The Company has agreed to issue, and has reserved for issuance, an additional 565,000 Finder Shares upon achieving certain future financial milestones.
In addition, the Company has settled certain debt with creditors of the Company by converting the debt payable into shares of the Company at a conversion price of $0.15 per share. An aggregate $177,450 debt was extinguished and a total of 1,183,000 shares of the Company were issued.
Further to the press release dated April 7, 2015 with respect to the completion of the Company's non-brokered private placement financing (the "Financing") of 5,168,757 subscription receipts (the "Subscription Receipts"), as the release condition of the completion of the Transaction has now been met, the Subscription Receipts have been automatically converted into 5,168,757 common shares and 2,584,379 common share purchase warrants. In connection with the Financing, the Company issued 254,768 units to arm's length finders (the "Finder Units"). Each Finder Unit consists of one common share and one-half of one non-transferable common share purchase warrant which entitles the finder to purchase an additional common share until May 1, 2016 at a price of $0.30 per share and at a price of $0.45 until May 1, 2017. All securities issued in connection with the Financing are subject to a four month hold period which expires on August 3, 2015.
In connection with the Transaction, the Company is pleased to announce the appointment of Mr. Brad Eckenweiler to the board of directors of the Company. Mr. Eckenweiler is an executive with worldwide business experience in operations, corporate finance and global securities markets. Mr. Eckenweiler was a director and Chief Executive Officer of Canna and was recently a director and Chief Executive Officer of Triton Emission Solutions Inc., a company engaged in the business of emissions abatement and control technologies for the marine industry.
The Transaction was a fundamental change under the policies of the Canadian Securities Exchange (the "CSE"). As such, completion of the Transaction was subject to a number of customary conditions including approval of the CSE. Trading of the Company's shares on the CSE has been halted in connection with the announcement of the Transaction and is expected to resume when the CSE issues its final approval. Pursuant to CSE requirements, the Transaction has been approved by the majority of the shareholders of the Company.
In connection with the Transaction, the Company changed its name to "Lifestyle Delivery Systems Inc." and the trading symbol to "LDS" (formerly "KAA") to better reflect the Company's new business.
On behalf of the board of directors of Kariana Resources Inc.
"David Velisek"
David Velisek
CEO & Director
FOR MORE INFORMATION, PLEASE CONTACT:
David Velisek
david.velisek@barongroupintl.com
604-688-9588
The CSE has neither approved nor disapproved the information contained herein and does not accept responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
LEGAL_23770000.1
Copyright (c) 2015 TheNewswire - All rights reserved.