Vencanna Announces Amended Definitive Agreement with Cannavative Group and Provides Operational Update
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Effective today, the Company and The Cannavative Group LLC ("Cannavative") have amended and restated the definitive unit exchange agreement originally entered into on April 25, 2022 (as amended, the "A&R Definitive Agreement"). Pursuant to the A&R Definitive Agreement, Vencanna will acquire all the membership units of Cannavative through the issuance of 29.4 million common shares of the Company ("Shares") and the issuance of 14.7 million Share purchase warrants, each warrant being exercisable for one Share at an exercise price of
The Transaction is expected to constitute a "Change of Control" and a "Fundamental Change" pursuant to the policies of the Canadian Securities Exchange (the "CSE") and will be subject to the acceptance of the CSE and the approval of shareholders of Vencanna. Vencanna intends to seek shareholder approval of the Transaction by way of written resolution from shareholders holding not less than
Management and the board of directors will be comprised of professionals from both parties, creating a dynamic, integrated team, with the full capability to execute the go-forward business plan, which includes deeper market penetration in the state of
However, it is with great sadness to announce the recent passing of Mr. Ross Kline, founder, chairman, and CEO of the Cannavative Group. This Transaction could not have occurred without Ross' stewardship. Ross leaves a loving wife, Lisa, and their three adoring children, Makenzie, Casey, and Derek. He was a pioneer and visionary, entering this new and exciting, but uncertain, industry with the same entrepreneur spirit and drive that brought him success at his prior founding enterprise; Logistics & Distribution Services. Ross was surrounded by so many likeminded people, where integrity is at your core, where family, friends, and the community matter most. These qualities were just as prevalent in his business life and we feel blessed to have had the opportunity of being a small part of that. Ross will be profoundly missed. Our deepest sympathies and prayers go out to his family.
It is anticipated that at closing of the Transaction, the board and senior management of the combined company will hold
Attractive Price: Transaction value is estimated to equal Cannavative's 2023 revenues (first half revenues were
Fair Consideration: Vencanna's deemed share price of
Alignment: The all-share exchange, including Cannavative's debt and the Debentures converting to equity, closely aligns all the stakeholders, and is a testament to the collective support for the Company's pro forma business plan.
Balance Sheet: The Company will be debt free with cash and net working capital of approximately
Operational Balance: Immediately generating revenues and cash flows, while developing significant value add projects in
Added Depth: Ability to bring the managerial and product success from
David McGorman, Vencanna's CEO, commented "It's been our goal to convert from an investment company to a well-established cannabis operating company, and Cannavative is the transformative transaction that Vencanna has been looking for. Being one of the first companies in
Jon Sharun, Executive Chairman & Interim CFO
Mr. Sharun is the current Executive Chairman and interim CFO of Vencanna. He has over 20 diverse years of international investment, real estate, branding and business development experience. He is the founder and Managing Partner of Venexo Capital, a boutique private equity firm that has raised in excess of
David McGorman, CEO & Director
Mr. McGorman is a co-founder, and current CEO and director of Vencanna. He has over 25 years of experience in the financial industry providing M&A and corporate structuring advice to his clients, as well as leading their equity issues and debt placements. Prior to Vencanna, Mr. McGorman held senior positions at The Chase Manhattan Bank, and numerous Canadian investment banking firms including CEO of Jennings Capital Inc., and Vice-Chairman of Research Capital Corp. Mr. McGorman holds a Hon's B.Sc. in Theoretical Physics from the University of
Jason Crum, Chief Revenue Officer & Director
Mr. Crum is the current President and Chief Revenue Officer of Cannavative. He has over 20 years of diversified CPG/FMCG background in alcohol sales management, including beer and wine with MillerCoors and Treasury Wine Estates, where he was directly responsible for supply, distribution, and brand building. His skill set includes developing high performing teams, maximizing strategic analytics, and streamlining efficiencies. Since joining Cannavative in 2019, Jason has been instrumental in increasing Cannavative's
W. Scott
Mr.
Dr. Scott Wrye MD, Independent Director
Dr. Wrye is a private practicing physician and co-founder and director of Cannavative. Scott was an early supporter of medical cannabis, educating and working directly with many patients in northern
The Company has made significant progress to advance its community partnerships in
With a population of 9.3 million,
TGC has secured a site and has received municipal support from the township of
The Company continues to review attractive sties for CGT and October Gold, collaborating closely with local municipalities, and working with additional community partners, in order to expand its
Cannavative is a multiple award-winning cultivator and processor in
Cannavative operates out of a 40,000-sf facility, situated on 8.5 acres in
On September 24, 2018, the Company announced the completion of a recapitalization financing, the appointment of a new management team and board of directors and commencement of trading on the CSE. The transactions have transitioned the Company from an oil and gas issuer to a merchant capital firm, rebranded as "Vencanna Ventures". The recapitalized Corporation aims to be a go-to capital provider for early-stage global cannabis initiatives with an emphasis on strong management operating in state compliant jurisdictions with barriers to entry. The Company looks to provide investors with a diversified, high-growth, cannabis investment strategy through strategic investments focused through-out the value chain (cultivation, processing, and distribution, and including ancillary businesses).
Completion of the Transaction is subject to a number of conditions, including, but not limited to, the acceptance of the CSE and shareholder approval. The Transaction cannot close until the required CSE acceptance and shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the listing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Vencanna should be considered highly speculative.
The CSE has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this news release.
Neither the CSE nor the Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this news release.
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the Transaction, including the terms thereof; timing for completion of the Transaction; required approvals for the completion of the Transaction and the expected receipt thereof; the business plan of the Company, Cannavative and the NJ Entities, including the business plan of the go-forward entity after completion of the Transaction; the anticipated benefits of the Transaction; the market for adult-use cannabis in
The forward-looking statements are founded on the basis of expectations and assumptions made by the Company, including expectations and assumptions concerning: the Transaction, including CSE acceptance and shareholder approvals, the satisfaction of customary closing conditions in accordance with the terms of the Amended Agreement; the future operations of, and transactions contemplated by, of the Company, Cannavative and the NJ Entities; the impact of increasing competition; timing and amount of capital expenditures; the legislative and regulatory environments of the jurisdictions where of the Company, Cannavative and the NJ Entities will carry on business, have operations or plan to have operations; the ability of the Company to enter into contracts with companies to provide financing on acceptable terms; conditions in general economic and financial markets; the ability of the Company's investments to execute on their business plan; and the Company's ability to obtain additional financing on satisfactory terms or at all. Forward-looking statements are subject to a wide range of risks and uncertainties, and although the Company believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.
Although Vencanna believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Vencanna can give no assurance that they will provide to be correct. By its nature, such forward-looking information is subject to inherent risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. Without limitation, these risks and uncertainties include: the parties being unable to obtain CSE acceptance or shareholder approval; risks inherent in manufacturing and product development; actions and initiatives of federal, state and local governments and changes to government policies and the execution and impact of these actions, initiatives and policies; uncertainty caused by potential changes to regulatory framework; regulatory approval and permits; environmental, health and safety laws; risks associated with the cannabis industry in general; the ability of the Company to implement its corporate strategy; the state of domestic and international capital markets; the ability to obtain financing; and other factors more fully described from time to time in the reports and filings made by the Company with securities regulatory authorities.
Readers are cautioned that the assumptions used in the preparation of forward-looking information, although considered reasonable at the time of preparation, may prove to be imprecise. Actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and accordingly there can be no assurance that such expectations will be realized. Vencanna undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. The forward-looking information contained herein is expressly qualified by this cautionary statement.
Certain information contained herein has been obtained from published sources prepared by independent industry analysts and third-party sources (including industry publications, surveys and forecasts). While such information is believed to be reliable for the purposes used herein, Vencanna does not assume any responsibility for the accuracy of such information.
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SOURCE Top Strike Resources Corp.
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