CannaTest Photonics closes $6.5M QT financing




News Release

SNOW EAGLE RESOURCES LTD. ANNOUNCES FULLY SUBSCRIBED CANNATEST PHOTONICS LTD. FINANCING IN CONJUNCTION WITH ITS PROPOSED QUALIFYING TRANSACTION AND LAUNCH OF ADDITIONAL NON-BROKERED PRIVATE PLACEMENT

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Calgary, Alberta, January 30, 2018 – Snow Eagle Resources Ltd. (“Snow Eagle” or the “Company”) (NEX: SEG.H) is pleased to announce that CannaTest Photonics Ltd. (“CannaTest”) has closed on its previously announced brokered private placement offering (the “Brokered Offering”) as set forth in Snow Eagle’s press release of September 15, 2017. In addition, CannaTest has agreed to complete an additional non-brokered offering of up to 6,000,000 units, at a price of $0.45 per unit, for gross proceeds of up to $2.7 million (the “Non-Brokered Offering”). As set forth in the Company’s press release of January 9, 2018, Snow Eagle and CannaTest intend to amalgamate into one company to be called FluroTech Ltd., which will constitute the Company’s qualifying transaction. Upon completion of the qualifying transaction, the shares of the resulting issuer will trade under the symbol “TSXV.TEST”.

Completion of Brokered Private Placement

Pursuant to the Brokered Offering through PI Financial Corp. (the “Agent”) as lead agent, CannaTest issued 14,444,444 units of the Company (the “Units”) at a price per Unit of $0.45 for total gross proceeds of $6.5 million, which included the full 30% overallotment of $1.5 million under the Brokered Offering. Each Unit is comprised of one common share of CannaTest (“Share”) and one-half of one Share purchase warrant, with each whole warrant entitling the holder to purchase one Share at a price of $0.70 for a period of 24 months from issuance. The warrants have an acceleration provision which provides the Company with the right to, upon providing notice to the holders thereof, accelerate the expiry date of such warrants to the date which is 30 days from the date of notice of acceleration if the volume weighted average closing price of the Shares is equal to or greater than $1.05 for ten consecutive trading days at any time after the date that is six months from the date of issuance of such warrants.

CannaTest issued to the Agent and certain third parties a total of 1,161,803 compensation options in connection with the Brokered Offering. Each such compensation option entitles the holder to acquire a Share at a price of $0.50 per Share for a period of 36 months from issuance.

All securities issued in connection with the Brokered Offering are subject to a statutory hold period in accordance with applicable securities legislation.

Non-Brokered Private Placement

Under the terms of the Non-Brokered Offering, CannaTest intends to issue up to 6,000,000 units, at a price of $0.45 per unit, for gross proceeds of up to $2.7 million. Each unit issued under the Non-Brokered Offering is comprised of one Share and one-half of one Share purchase warrant, with each whole warrant entitling the holder to purchase one Share at a price of $0.70 for a period of 24 months from issuance. The warrants have an acceleration provision which provides the Company with the right to, upon providing notice to the holders thereof, accelerate the expiry date of such warrants to the date which is 30 days from the date of the notice of acceleration if the volume weighted average closing price of the Shares is equal to or greater than $1.05 for ten consecutive trading days at any time after the date that is six months from the date of issuance of such warrants.
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The Company may pay finders fees of up to 8.5% in connection with the Non-Brokered Offering. The Non-Brokered Offering is anticipated to be completed in the first part of February 2018.

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. CannaTest has exclusive ownership of the technology for the purpose of testing and identifying organic and inorganic compounds contained within biological samples derived from cannabis or hemp plants. 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, upon the completion of its development, 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.

This press release is not an offer of securities of CannaTest for sale in the United States. The securities being offered under the Non-Brokered Offering have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities of CannaTest in any state in which such offer, solicitation or sale would be unlawful.

Cautionary Statement Regarding Forward-Looking Information

This news release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer’s business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer’s prospective financial performance or financial position. The forward-looking information in this news release includes disclosure about the terms of the Non-Brokered Offering.
CannaTest made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board approvals; the terms of the CannaTest financing to develop the forward-looking information in this news release. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of CannaTest to complete the Non-Brokered Offering on the terms disclosed in this news release, or at all; and regulatory and other risks associated with the medical cannabis industry in general. CannaTest cautions that the foregoing list of material risk factors and assumptions is not exhaustive.
CannaTest assumes no obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.

Contact Information

CannaTest Photonics Ltd.
7 – 3535 Research Park Road NW
Calgary, AB T2L 2K8
Danny Dalla-Longa
403.680.0644
danny@dalcocap.com

Snow Eagle Resources Ltd.
436 Lands End Road
North Saanich, British Columbia V8L 5L9
David Tonken
778.426.3329tonken@icrossroads.com