Vancouver, B.C. / ACCESSWIRE / August 7, 2014 / Noor Energy Corp. ("Noor") and Seashore Organic Marijuana Corp. ("Seashore"). Noor and Seashore are pleased to announce that on August 7, 2014, they completed a statutory arrangement under a plan of arrangement (the "Arrangement") among Noor, Seashore and Sechelt Organic Marijuana Corp. ("Sechelt"). As a result of completing the Arrangement, Seashore became a reporting issuer in Alberta and British Columbia, and Sechelt became a wholly-owned subsidiary of Seashore.
On May 14, 2014, Noor, Seashore and Sechelt entered into an Arrangement Agreement and Plan of Arrangement (the "Arrangement Agreement").
Completion of the Arrangement as set forth in the Arrangement Agreement was approved by consent resolutions of the shareholders of Sechelt and a final order granted by the Supreme Court of British Columbia on June 11, 2014 in accordance with Part 9 of the Business Corporations Act (British Columbia).
Pursuant to the Arrangement, the following principal steps were completed on August 7, 2014:
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??Sechelt purchased all the issued and outstanding Common Shares of Seashore from Noor;
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??Seashore acquired 19,550,000 Common Shares of Sechelt, being all the issued and outstanding share capital, from all the shareholders of Sechelt through a 1-for-1 share exchange; and
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??Seashore issued 350,000 Common Shares of Seashore to Noor, which were subsequently distributed to the shareholders of Noor as of the record date of July 11, 2014, on a pro-rated basis according to their shareholdings.
Upon the Arrangement becoming effective on August 7, 2014, Seashore became a reporting issuer in the jurisdictions of Alberta and British Columbia, and has issued a total of 19,900,000 Common Shares. The CUSIP for the Common Shares of Seashore is 812436103.
Seashore was incorporated on May 14, 2014 and its fiscal year end is April 30. As a result of completing the Arrangement, Seashore has one wholly-owned subsidiary, Sechelt, which was incorporated on April 16, 2014.
Seashore has been approved for listing on the Canadian Securities Exchange (the "CSE") and its Common Shares will commence trading on the CSE on August 12, 2014 under ticker symbol "SOM".
Seashore is an emerging producer and distributor of medical marijuana that has applied to Health Canada (HC) for a medical marijuana production and distribution license under the Marihuana for Medical Purposes Regulations.
For more information, please contact:
Leonard Werden, CEO
Seashore Organic Marijuana Corp.
Suite 101 - 5682 Wharf Street
Sechelt, BC V0N 3A0
604.885.5500
E: [email protected]
Forward-Looking Information:
This press release may include forward-looking information within the meaning of Canadian securities legislation. The forward-looking information is based on certain key expectations and assumptions made by the management of Noor Energy Corporation. Although the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the company cannot provide any assurance that it will prove to be correct. These forward-looking statements are made as of the date of this press release and the company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
SOURCE: Noor Energy Corp.