Kariana and Canna Delivery Systems Announce Signing of Definitive Share Exchange Agreement

 
 

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.

KARIANA RESOURCES INC.

Suite 1980, 1075 West Georgia Street Vancouver, British Columbia, V6E 3C9 Telephone: (604) 688-9588; Fax: (778) 329-9361

PRESS RELEASE

Kariana and Canna Delivery Systems Announce Signing of Definitive Share Exchange Agreement

Vancouver, British Columbia, Canada, March 20th, 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 December 16, 2014, they have entered into a share exchange agreement dated March 20th, 2015 (the “Agreement”) whereby Kariana will acquire all of the issued and outstanding shares of Canna (the “Transaction”) in exchange for the issuance to Canna’s shareholders pro rata, an aggregate of up to 7,800,000 Kariana common shares (the “Performance Shares”) at a deemed price of $0.06 per Performance Share. The Performance Shares will be escrowed at closing and will be released upon achieving certain future financial milestones.

The completion of the Transaction is subject to a number of conditions, including, but not limited to, approval of the Transaction by the respective board of directors and, if required, security holders of each of Kariana and Canna, and the approval of the CSE.

Canna Delivery Systems Inc.

Canna Delivery Systems produces 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. From start to finish, the CannaStrip production process test for quality and composition of all the ingredients used in each and every CannaStrip, resulting in a delivery system that is safe, consistent and effective.

Concurrent Financing

In connection with the Transaction, Kariana intends to complete an offering (the “Offering”) by way of a non- brokered private placement of up to 3,333,334 subscription receipts (the “Subscription Receipts”). The Offering will be priced at $0.15 per Subscription Receipt for aggregate gross proceeds of up to $500,000. Each Subscription Receipt will be automatically converted, without payment of any additional consideration, into one unit of the Company (a “Unit”) upon the satisfaction of certain escrow release conditions, including the completion of the Transaction (the “Escrow Release Date”). Each Unit will be comprised of one Kariana common share (a “Share”) and one half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.30 for the first year and $0.45 for the second year from the Escrow Release Date.

In connection with the Offering and the Transaction, the Company intends to pay finder’s fees in cash, securities or a combination of both, up to the maximum permitted by the policies of the CSE.

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All securities issued in connection with the Offering will be subject to a four month hold period in accordance with applicable securities legislation. The Company intends to use the net proceeds of the Offering to fund the costs of the Transaction and to fund the general working capital expenses of the resulting issuer.

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.