Cansortium Announces Shares for Debt Settlement

Rhea-AI Summary

Cansortium Inc. (CSE: TIUM.U, OTCQX: CNTMF) announced the issuance of 1,048,386 common shares to directors, converting US$162,500 in director fees into Debt Shares. The shares are priced at US$0.155 based on the closing market value as of September 30, 2022. Additionally, directors will receive fees for Q4 2022 in common shares at the closing market price on December 31, 2022. This transaction constitutes a related party transaction and is exempt from certain CSE requirements, as the debt does not exceed 25% of the company's market capitalization.

Positive

• Issuance of Debt Shares helps reduce accrued liabilities by US$162,500.
• Transaction is compliant with CSE policies regarding related party transactions.

Negative

• Related party transactions may raise concerns about governance and shareholder interests.

MIAMI, Nov. 2, 2022 /PRNewswire/ - Cansortium Inc. (CSE: TIUM.U) (OTCQX: CNTMF) ("Cansortium" or the "Company"), a vertically-integrated cannabis company operating under the Fluent™ brand, announces that it has agreed with certain of its directors to issue an aggregate of 1,048,386 common shares ("Debt Shares") to such directors in exchange for the cancellation of an aggregate of US$162,500 of director fees owing. The Debt Shares are being issued at a price equal to the closing market price of the common shares of the Company as listed on the Canadian Securities Exchange ("CSE") on September 30, 2022, being US$0.155, in accordance with the policies of the CSE. In addition, each of the directors of the Company have agreed to be paid the fees owing to them for the period of October 1, 2022 to December 31, 2022 in common shares of the Company at a price per share equal to the closing market price of the common shares as listed on the CSE on December 31, 2022, in accordance with the policies of the CSE.

The issuance of the Debt Shares to the directors constitutes a "related party transaction" as this term is defined in Multilateral Instrument 61-101: Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The directors of the Company, acting in good faith, determined that the fair market value of the Debt Shares being issued pursuant to the shares for debt transaction and the consideration being paid is reasonable. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the Debt Shares nor the debt exceeds 25% of the Company's market capitalization.

The Company did not file a material change report more than 21 days before the expected closing of the shares for debt transaction as the details and amounts of debts settled under the transaction were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable, which the Company deems reasonable as it wishes to reduce its accrued liabilities as soon as possible. Any Debt Shares issued to Canadian residents pursuant to the debt conversion will be subject to a four (4) month hold period.

About Cansortium Inc.

Cansortium is a vertically-integrated cannabis company with licenses and operations in Florida, Pennsylvania, Michigan and Texas. The Company operates under the Fluent™ brand and is dedicated to being one of the highest quality cannabis companies for the communities it serves. This is driven by Cansortium's unrelenting commitment to operational excellence in cultivation, production, distribution and retail. The Company is headquartered in Miami, Florida.

Cansortium Inc.'s common shares trade on the CSE under the symbol "TIUM.U" and on the OTCQX Best Market under the symbol "CNTMF". For more information about the Company, please visit www.getfluent.com.

Forward-Looking Information

Certain information in this news release may constitute forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates, and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in the public documents of the Company available at www.sedar.com. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

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SOURCE Cansortium Inc

FAQ

What is the purpose of the Debt Shares issued by Cansortium?

The Debt Shares are issued to directors to settle US$162,500 in outstanding director fees.

What is the price at which Cansortium issued the Debt Shares?

The Debt Shares were issued at US$0.155, based on the closing market price on September 30, 2022.

What is the significance of this transaction for Cansortium's shareholders?

The transaction enables Cansortium to reduce its accrued liabilities, but may raise governance concerns due to its related party nature.

How many shares were issued in the Debt Shares transaction?

An aggregate of 1,048,386 common shares were issued to directors as Debt Shares.

What regulations does Cansortium reference in this transaction?

Cansortium references Multilateral Instrument 61-101 regarding related party transactions and its exemptions.