Vancouver, Canada-based Cannabis One Holdings (TSXV: MOE.H) has received conditional approval for listing on the Canadian Securities Exchange (CSE).
The approval clears the way for the listing of the company’s subordinate voting shares issued as a result of a reverse takeover transaction with Bertram Capital Finance.
The company has changed its name to Cannabis One Holdings in anticipation of the closing of the transaction.
Business Combination Agreement
Under the terms of the business combination agreement signed in October 2018, Cannabis One’s current common shares will be re-designated as Class A subordinate voting shares and the company will create a new class of common shares, the Class B super-voting shares.
As part of the reverse takeover transaction, shareholders of both Cannabis One and Bertram who are U.S. residents will receive super-voting shares and non-U.S. resident shareholders of both companies will get subordinate voting shares.
In September 2018, Cannabis One’s board of directors decided to distribute the subordinate voting shares and the super-voting shares by way of a “push-out”. They want the common shares holders of record as of February 22, 2019, to receive either one subordinate voting share for each one common share held or one super-voting share for every 10 common shares held, based on their residency.
Whereas, the subordinate voting shares will be listed for trading on the CSE under the symbol CBIS. The super-voting shares will be issued to U.S. residents in certificated form and will not be listed for trading on the CSE, however, will be convertible, subject to a protective foreign private issuer restriction, into subordinate voting shares on a 10 for 1 basis.
Under the terms of the business combination agreement, Cannabis One will apply for delisting from the NEX board of the TSX Venture Exchange concurrent with the commencement of trading of the subordinate voting shares on the CSE.
Common Share Purchase Warrants
Cannabis One also has agreed to extend the expiry date of the 10 million common share purchase warrants issued under a private placement that closed in March 2018 for an additional 12 months from the original expiry date of March 29, 2019.
Following the reverse takeover transaction, each whole warrant held by a non-U.S. resident will be exercisable at a price of $0.25 to acquire one subordinate voting share and every ten warrants held by a U.S. resident will be exercisable at $2.50 to acquire one super-voting share.
Cannabis One has named Ryan Atkins, who is expected to serve as the company’s CFO following the reverse takeover transaction, as interim CFO.
The company said that Jeffery Mascio, Darrick Payne, Bradley Harris, Bernard Radochonski II, Joshua Mann, and Christopher Fenn are expected to serve as its directors upon closing of the transaction.