Ventura Cannabis (VCAN) Announces Results of Special Meeting and Provides Further Updates
October 26 2020 - 6:00AM
Ventura Cannabis and Wellness Corp. (CSE:VCAN)
("
VCAN", or the "
Company") is
pleased to announce the results of its special meeting of
shareholders held on Friday, October 23, 2020 (the
"
Meeting"). All resolutions presented at the
Meeting were passed with a minimum of 79% of the shares voting in
support of each resolution. VCAN shareholders have approved: (i)
the sale of Portland Asset Holdings Corp ("
PAHC
Sale") and the subsequent distribution of the
consideration received from Vibe Growth Corporation
("
Vibe") to VCAN shareholders; and (ii) the
delisting of the VCAN shares from the Canadian Securities Exchange
("
CSE") and the subsequent dissolution of the
Company.
PAHC
Consideration and
Distribution
As a result of shareholder approval and in
connection with the PAHC Sale, the Company will be issued 3,112,092
common shares of Vibe ("Vibe Shares") which the
Company will distribute to its shareholders as soon as practicable.
As additional consideration for the PAHC Sale, the Company will
also receive 1,200,000 common share purchase warrants (the
"Vibe Warrants"), each exercisable for one (1)
additional Vibe Share at an exercise price of $.62 per Vibe Share
for a term of twelve months following closing of the PAHC Sale. The
Company intends to distribute the Vibe Warrants to its shareholders
concurrently with the distribution of the Vibe Shares.
Further, the Company has set a record date of
October 30, 2020 (the "Record Date") for the
distribution of the Vibe Shares and the Vibe Warrants to its
shareholders received in connection with the PAHC Sale. Each VCAN
shareholder of record on the Record Date will be entitled to
receive one (1) Vibe Share for every 12 VCAN shares held and one
(1) Vibe Warrant for every 31 VCAN shares held. Each Vibe Warrant
is exercisable for one (1) additional Vibe Share at a price of $.62
per Vibe Share and will expire on October 30, 2021. Fractional Vibe
Shares and Vibe Warrants will not be issued to VCAN
shareholders.
De-listing and
Dissolution
On October 23, 2020, VCAN notified the CSE of
shareholder approval to delist its shares from the CSE. The CSE has
accepted the notification and VCAN expects to be delisted from the
CSE on or about Friday, October 30, 2020.
VCAN expects to formalize its dissolution in due
course, and any cash remaining after the formal wind down of VCAN
will be distributed to shareholders prior to dissolution.
Ventura Cannabis and Wellness Corp.Chris HeathCEO(424)
372-1123investor@venturacanna.comwww.venturacanna.com
Certain statements contained in this
presentation constitute "forward-looking information" as such term
is defined in applicable Canadian securities legislation. The words
"may", "would", "could", "should", "potential", "will", "seek",
"intend", "plan", "anticipate", "believe", "estimate", "expect",
"confident" and similar expressions as they relate to the Company.
Such statements reflect the Company's current views and intentions
with respect to future events, and current information available to
the Company, and are subject to certain risks, uncertainties, and
assumptions. The forward-looking information included are made as
of October 26, 2020, and the Company undertakes no obligation to
publicly update or revise any forward-looking information, other
than as required by applicable law. VCAN holds marijuana assets in
the United States. Marijuana is legal in each state VCAN operates,
however marijuana remains illegal under United States federal law,
and the approach to enforcement of United States federal law
against marijuana is subject to change. Shareholders and investors
need to be aware that adverse enforcement actions could affect
their investments and that VCAN's ability to access private and
public capital could be affected and or could not be available to
support continuing operations.
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