MATERIAL CHANGE REPORT TO:
British Columbia Securities Commission
Alberta Securities Commission
Ontario Securities Commission Item 1. Name and Address of Company
Sunorca Development Corp.
142 – 757 West Hastings Street
Vancouver, British Columbia
V6C 1A1 Item 2. Date of Material Change:
June 11, 2014 Item 3. News Release
The press release was issued on June 11, 2014 in Vancouver, Canada. Item 4. Summary of Material Change
The Company announced that it has entered into an agreement to acquire all the assets related to a medical marijuana business for consideration of 13,000,000 shares. Item. 5 Full Description of Material Change
Sunorca Development Corp. (the “Company”) is pleased to announce that, further to its previous news releases, it has closed the purchase of all the assets related to a medical marijuana business (the “Business”) from William W. MacLean. The Business currently comprises property secured on Vancouver Island with approval from the Regional District to grow medical marijuana, a fully completed application to acquire a license under the Marijuana for Medical Purposes Regulations
including all building plans and proprietary designs for the grow facility. A more detailed description of the Business and its team can be found at the website www.wildflower.ca
. As consideration for the acquisition of the assets the Company issued 13,000,000 common shares to Mr. MacLean. These shares are subject to escrow with escrow releases scheduled at periods specified in National Policy 46-201 over 3 years.
A finder’s fee of 1,000,000 common shares was issued. The shares are subject to a four month hold period.
As part of the transaction, William MacLean has joined the Board as a director to replace Ian Lambert, who has resigned. Nash Meghji and Jon Lever will continue on the Board of directors. Mr. Maclean will serve as CEO and Mr. Pearce will remain the Company’s CFO.
The Company will be changing its name to “Wildflower Marijuana Inc.” but will continue to use the symbol “SUN”. Trading on the Exchange is expected to resume next week. Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable. This report is not being filed on a confidential basis. Item 7. Omitted Information
Not applicable. Item 8. Executive Officer
Director and CEO
Telephone: (604) 559-0420 Item 9. Date of Report
Dated at Vancouver, British Columbia this 11th
day of June, 2014.