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Replies to post #1 on Wildflower Brands (SUN)
05/01/14 2:49 AM
05/01/14 7:09 PM
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:
April 16, 2014
Item 3. News Release
The press release was issued on April 16, 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
The Company announced it has entered into an agreement to acquire all the assets related to a medical marijuana business (the “Business”). 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.wildflowercannabis.com. Consideration for the assets comprising the Business will consist of 13,000,000 common shares to be issued on closing. These shares will be subject to escrow with escrow releases scheduled at periods specified in National Policy 46-201 over 3 years. This agreement is subject to shareholder and regulatory approval.
A finder's fee of 1,000,000 common shares will be issued upon closing.
As part of the transaction, William MacLean and Justin Quinn Turnquist will join the Board as directors while Jon Lever and Ian Lambert will resign upon closing. Mr. Maclean will serve as CEO and Mr. Stephen Pearce will remain the Company's CFO.
The Company proposes to change its name to “Wildflower Marijuana Inc.” upon closing.
In conjunction with the acquisition, the Company will conduct a private placement of up to 3,000,000 common shares at a price of $0.05 for total consideration of $150,000. The proceeds raised shall be used by the Company to finalize and submit the application for an MMRP license.
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
Nash Meghji
Director and CEO
Telephone: (604) 809-4799
Item 9. Date of Report
Dated at Vancouver, British Columbia this 16th day of April, 2014.
