/THIS PRESS RELEASE IS NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES . FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW/
VANCOUVER and DENVER, CO , May 27, 2019 /CNW/ - Cannabis One Holdings Inc. (CBIS.CN) ("Cannabis One", "CBIS", or the "Company"), an emerging, premier "House of Brands" in North America , is today announced that it is accelerating the expiry of certain Class "A" subordinate voting share ("SUB Share") and Class "B" super voting share ("SVS Share") purchase warrants (the "Warrants") assumed by the Company pursuant to the acquisition of Bertram Capital Finance, Inc.
The Warrants are governed by two warrant indentures each dated February 25, 2019 between the Company and Odyssey Trust Company (the "Warrant Indentures"). Pursuant to the terms of the Warrant Indentures, the Warrants are either exercisable to purchase: (a) SUB Shares for $0.50 or SVS Shares for $5.00 ; or (b) SUB Shares for $0.75 or SVS Shares for $7.50 .
The proceeds from the exercise of the Warrants will be primarily used by the Company to continue to execute on its growth strategy, as well as general corporate and working capital purposes.
Pursuant to the Warrant Indentures, the Company may accelerate the expiry date of the Warrants in the event that the closing price of the SUB Shares on the Canadian Securities Exchange (the "CSE") is greater than $1.50 per SUB Share for a period of 10 consecutive trading days (the "Acceleration Trigger").
The Company confirms that prior to the date hereof, an Acceleration Trigger has occurred. In accordance with the terms of the Warrant Indenture, the Company has delivered notice to the holders of Warrants (the "Acceleration Notice") that the Acceleration Trigger has occurred and that the Company is exercising its right to accelerate the expiry of the Warrants. Accordingly, the Warrants are now set to expire at 11:00 a.m. (Mountain Time) on June 26, 2019, being the 30th day following the delivery of the Acceleration Notice (the "Early Expiry Date"). Any Warrants remaining unexercised after the Early Expiry Date will be cancelled.
As of the close of market on May 27, 2019, Warrants to purchase up to 7,174,808 SUB Shares and Warrants to purchase up to 173,113 SVS Shares have yet to be exercised under the Warrant Indentures. Accordingly, if all of the outstanding Warrants are exercised, gross proceeds to the Company will total approximately $5.9 million .
Holders may exercise the Warrants before 11:00 a.m. (Mountain Time) on June 26, 2019 by observing the process as set out in the applicable Warrant Indenture. The contact details for the Warrant Agent is, Odyssey Trust Company, Suite 350, 300 5th Avenue S.W., Calgary, Alberta , T2P 3C4, Attention: Corporate Trust.
About Cannabis One
IF WE BRAND IT, THEY WILL COME – Cannabis One Holdings Inc. (CSE:CBIS) is focused on aggregating and optimizing popular cannabis brands throughout North America . With its unique, franchise-ready retail brand, The JointTM, and through targeted acquisition and partnership opportunities, Cannabis One intends to become the premier, globally-recognized, "House of Brands", holding a client portfolio of award-winning products with an extensive market footprint. Through the Company's The JointTM retail concept, Cannabis One intends to leverage the consumer and brand data harvested from its retail locations to bring data-driven analytics to an emerging, branded industry. For consumers, Cannabis One desires to become the definitive source for unparalleled product selection and renowned service in an otherwise fragmented market.
Disclaimer and Forward-Looking Information
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "anticipate", "could", "intend", "expect", "believe", "will", "projected", "potential", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties' current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. These statements are only predictions. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
The forward-looking information contained in this release is made as of the date hereof and the parties are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
To the extent any forward-looking information in this press release constitutes "future-oriented financial information" or "financial outlooks" within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated product sales of the Company and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to the risks set out above under the heading "Disclaimer and Forward-Looking Information".
Cannabis is legal in certain States in the United States ("U.S."), however cannabis remains illegal under U.S. federal laws. Cannabis One intends to conduct its U.S. cannabis operations in a manner consistent with the applicable State laws and in compliance with regulatory and licensing requirements applicable in the applicable State. However, the readers should be aware that any change in federal guidance on enforcement actions could adversely affect Cannabis One's ability to access private and public capital required in order to support continuing operations and its ability to operate in the U.S.
Unlike in Canada which has Federal legislation uniformly governing the cultivation, distribution, sale and possession of cannabis under the Cannabis Act (Federal), readers are cautioned that in the U.S., cannabis is largely regulated at the State level. To the knowledge of Cannabis One, there are to date a total of 33 states, plus the District of Columbia , that have legalized cannabis in some form. Notwithstanding the permissive regulatory environment of medical cannabis at the State level, cannabis continues to be categorized as a controlled substance under the Controlled Substances Act in the U.S. and as such, cannabis-related practices or activities, including without limitation, the manufacture, importation, possession, use or distribution of cannabis are illegal under U.S. Federal law. Strict compliance with State laws with respect to cannabis will neither absolve Cannabis One of liability under the U.S. Federal law, nor will it provide a defense to any Federal proceeding, which may be brought against Cannabis One. Any such proceedings brought against Cannabis One may materially adversely affect its operations and financial performance in the U.S. market.
This press release is not an offer of the securities for sale in the United States . The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. The Company will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
SOURCE Cannabis One Holdings Inc.
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