CHESS SUPERSITE CORPORATION (OTCMKTS:CHZP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into Material Definitive Agreement

Effective June 27, 2018, the Company entered into an Agreement and Plan of Share Exchange (“Exchange Agreement”) with Visava Inc., a private Ontario, Canada corporation (“Visava”). Visava owns 50% of Canary Rx Inc., a Canadian corporation, that is the late stage ACMPR applicant with Health Canada. Canary Rx Inc. will build a 40,000 sq. ft. facility for the production of approximately 3,600,000 gr. of cannabis per year with a focus on producing curated cannabis products.

On June 27, 2018, Canary Rx Inc. received a letter of readiness from Health Canada and will finish the buildout of the 40,000 sq. ft. facility within the next 90-120 days.

The Exchange Agreement provides that, subject to its terms and conditions, the Company will issue to the Visava shareholders an aggregate of 25,500,000 shares of the Company’s Common Stock in exchange for all of the issued and outstanding common stock held by the Visava shareholders. In addition of its Common Stock, the Company will issue to the Visava shareholders, prorata. Common Stock Purchase Warrants purchasing an aggregate of 25,000,000 shares of the Company’s Common Stock at a price per share of $0.10 for a period of two years following the issuance date of the Warrants. Upon the closing of the Exchange Agreement, the Visava shareholders will hold approximately 46.27% of the issued and outstanding Common Stock of the Company and Visava will continue its business operations as a wholly-owned subsidiary of the Company.

The description of the Exchange Agreement contained in this Report is not intended to be complete and is qualified by reference to the entire Exchange Agreement which is filed as Exhibit 2.1 and is incorporated into this Report by reference.

The disclosures contained in Item 2.01 of this Report are incorporated by reference into this Item 3.02. The Common Stock of the Company when issued will constitute in excess of 5% of the Company issued and outstanding Common Stock at the time of the closing of the Exchange Agreement.

The issuance of the Company’s Common Stock will be made in reliance upon Regulation A of the Securities Act of 1933, as amended (“Securities Act”), for those Visava shareholders who are “Non-U.S. Persons” as defined in Regulation S, Rule 902(k) and upon Section 4(a) (2) of the Securities Act and Regulation D Rule 506(b) thereunder for the Visava shareholders who are U.S. residence.

In conjunction with the Exchange Agreement, the Company filed a Certificate of Amendment in Delaware to change the Company name to Target Group Inc. The effective date of the name change is July 3, 2018 at which time the Company’s new trading symbol on OTC Pink will be CBDY.

Chess Supersite Corp Exhibit
EX-2.1 2 tv497881_ex2-1.htm EXHIBIT 2.1   Exhibit 2.1   AGREEMENT AND PLAN OF SHARE EXCHANGE   THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (“Agreement”) is dated as of June 27,…
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About CHESS SUPERSITE CORPORATION (OTCMKTS:CHZP)

Chess Supersite Corporation offers an online chess site featuring a playing zone, game broadcasts with software analyses and analysts’ commentaries, education and other chess oriented resources. The Company was formed to engage in any lawful corporate undertaking, including selected mergers and acquisitions. The Company also focuses on delivering various products featuring broadcasts of games across the world, education, interactivity, playing and other services. The Company focuses on offering Web-based services designed for browsers and table computers. The Company’s playing zone will utilize two-level architecture allowing users to watch and play as individuals and/or as teams. The Company is in the process of completing a Website and has secured the domain name, Chesscoliseum.com, which is ready for Beta release. The Company has not generated revenues.