Vencanna Announces Amended Definitive Agreement with The Cannavative Group, Completion of Name Change, Resumption of Trading and Operational Update
- The Transaction with Cannavative reduces dilution for Vencanna due to a reduced purchase price and a performance-based earn-out structure.
- Vencanna will issue exchangeable shares, share purchase warrants, and earn-out units as part of the Transaction.
- The company will have approximately 279.0 million shares outstanding post-Transaction, with no debt and C$4.0 million in cash.
- The Transaction value is US$8.1 million based on a deemed issue price of C$0.10 per share.
- Vencanna's shares will trade under the symbols VENI and TPPRF, reflecting its rebranding and strategic focus on the U.S. cannabis market.
- The acquisition of Cannavative aims to leverage the evolving U.S. cannabis landscape and expand market presence in Nevada and New Jersey.
- None.
Pursuant to the Amended Agreement, Vencanna will acquire all of the outstanding membership units of Cannavative through an all-share exchange. The Transaction will result in materially less dilution than was contemplated in earlier agreements due to: (a) a significant reduction in the purchase price; (b) implementing a performance-based earn-out structure, and (c) an increased value of the Company's share price attributable to its
As a condition to the completion of the Transaction, the unsecured convertible debenture issued by Vencanna on July 3, 2020, in the principal amount of
The Transaction was negotiated at arm's length. On the closing date, the number of equity securities issued pursuant to the Transaction will be equal to approximately
In alignment with the Company's evolving operations, brand and corporate vision and existing investment strategy, the Company has officially rebranded as Vencanna Ventures Inc., and effective today, the Company's shares will resume trading on the CSE and the OTCB under the symbols VENI and TPPRF, respectively, as an investment issuer. On January 17, 2023, at an annual general and special meeting, the shareholders of Vencanna approved the name change.
The acquisition of Cannavative, coupled with our ongoing developments in
On August 29, 2023, the HHS forwarded a letter to the
David McGorman, Vencanna's CEO, expressed: "The
Management and the board of directors will be comprised of professionals from both entities, forming an integrated team capable of executing the Company's forward-looking business plan. This plan includes expanding market penetration in
Jon Sharun, Executive Chairman & Interim CFO
Mr. Sharun is a co-founder and the current Executive Chairman and interim CFO of Vencanna. He has more than two decades of diverse experience in international investment, real estate, branding, and business development. As the founder and Managing Partner of Venexo Capital, a boutique private equity firm that has successfully raised over
David McGorman, CEO & Director
Mr. McGorman, a co-founder and current CEO and director of Vencanna, brings a remarkable 25 years of experience from the financial industry. He has provided years of M&A and corporate structuring advice to clients, as well as leading their critical equity and debt placements. Mr. McGorman has held senior positions at prominent
Jason Crum, Chief Revenue Officer
Mr. Crum currently holds the positions of President and Chief Revenue Officer at Cannavative, bringing over two decades of diverse experience in Consumer Packaged Goods (CPG) and Fast-Moving Consumer Goods (FMCG), specifically in alcohol sales management. His extensive background includes roles at industry giants like MillerCoors and Treasury Wine Estates, where he directly oversaw supply, distribution, and brand building in the beer and wine sectors. Jason's expertise encompasses team development, strategic analytics optimization, and operational efficiency enhancements. Since joining Cannavative in 2019, he has played a crucial role in significantly expanding the company's penetration in
Alan Gertner, Independent Director
Alan Gertner, a founding director of Vencanna, currently holds the position of Vice Chair at IGaming Ontario, actively collaborating with the Government of
W. Scott
Mr.
Dr. Scott Wrye MD, Independent Director
Dr. Wrye, a co-founder and director of Cannavative, brings a wealth of expertise as a private practicing physician and specialist in Cosmetic, Plastic & Reconstructive Surgery based in
Effective as of closing of the Transaction, Matthew Christopherson and Smoke Wallin will be stepping down from the Company's board.
Vencanna is making substantial strides in advancing its investments in
Vencanna is pleased to announce that TGC has secured a 15,500-square-foot facility in
In addition to TGC, Vencanna is very pleased to announce that CGT has also successfully secured a site; a 4,150 s.f. location in
The Company continues to review potential sites for October Gold, collaborating closely with local municipalities, and working with additional community partners, in order to expand its
The Company announces the re-commencement today of a normal course issuer bid ("NCIB"). The previous NCIB expired on October 11, 2022. During the prior NCIB, the Company did not purchase any Shares.
Under the new Bid, the Company may purchase up to
Vencanna is executing the Bid because it believes that, from time to time, the market price of its Shares does not reflect the underlying value of the Company and its prospects, and that depending on the trading price of its Shares and other relevant factors, purchasing its own Shares represents an attractive investment opportunity and is in the best interests of the Company and its shareholders.
All Shares will be purchased under the Bid on the open market and through the facilities of the CSE and payment for the Shares will be made in accordance with CSE policies. The timing and extent of repurchases will depend upon several factors, including market and business conditions, valuation of Shares, regulatory requirements and other corporate considerations. The price paid for Shares will be the prevailing market price at the time of purchase and all Shares acquired by the Company will be cancelled. The Company has 181,283,390 Shares issued and outstanding as of today's date. Purchases may be suspended at any time, and no purchases will be made other than by means of open market transactions during the term of the Bid. The Company has engaged Independent Trading Group (ITG) Inc. to act as the broker through which the Bid will be conducted.
Established in 2016 as the first in
Cannavative operates from a 40,000-square-foot facility, situated on an 8.5-acre site in
The table below presents selected financial information for Cannavative. For additional information, see the Listing Summary.
September 30, 2023(1) | December 31, 2022(2) | |
Revenues | 8.067 | 10,774 |
Expenses | 9,521 | 13,872 |
Net Income | (1,454) | (3,129) |
Total Assets | 8,919 | 9,641 |
Total Liabilities | 16,062 | 15,279 |
Total Shareholders' Equity (Deficit) | (7,144) | (5,637) |
Notes: | |
(1) | Based on the unaudited financial statements for the nine-month period ended September 30, 2023. |
(2) | Based on the audited financial statements for the year ended December 31, 2022. |
On September 24, 2018, the Company completed a recapitalization financing, appointed a new management team and board of directors, and commenced trading on the CSE as an investment issuer. The transactions transitioned the Company from an oil and gas issuer to a merchant capital firm, and rebranded as "Vencanna Ventures". Following the completion of the Transaction, the Company's continued aim will be to be a go-to capital provider for early-stage cannabis initiatives. The Company focuses on strong management operating in strategic state-compliant jurisdictions, possessing unique characteristics and barriers to entry.
Vencanna Ventures is dedicated to offering investors a diversified and high-growth cannabis investment strategy. It proposes to achieve this through strategic investments and acquisitions spanning the entire cannabis value chain, encompassing cultivation, processing, distribution, retail, and ancillary businesses, with a particular focus in the Unities States of America.
Completion of the Transaction is subject to a number of conditions, including, but not limited to, the acceptance of the CSE. The Transaction cannot close until the required CSE acceptance 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 Summary filed 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 and Cannavative, 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, 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 and Cannavative; the impact of increasing competition; timing and amount of capital expenditures; the legislative and regulatory environments of the jurisdictions where of the Company and Cannavative 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; 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.
SOURCE Top Strike Resources Corp.
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