Transaction Details
Creation of Class B Subordinate Voting Shares
The shareholders of the Company authorized the creation of Class B Subordinate Voting Shares by special resolution of the shareholders at the 2020 Annual General & Special Meeting held on
Common Shares: Common Shares are sometimes referred to as the “Subordinated Voting Shares”, and are publicly traded on the CSE and OTCQX. Each Common Share represents one vote per share at meetings of the shareholders of the Company and distributions and dividends of the Company are made pro rata based on the number of issued and outstanding Common Shares, on an as converted basis.
Class A Common Shares: Class A Common Shares are sometimes referred to as the “Proportionate Voting Shares”. Subject to certain restrictions, each Proportionate Voting Share is convertible into 100 Common Shares, and holders are entitled to vote and participate in economic rights, on an as converted basis, with Common Shares.
Class B Common Shares: Class B Common Shares are sometimes referred to as the “Class B Subordinate Voting Shares”. Subject to certain restrictions, each Class B Subordinate Voting Share is convertible into 1/200 of one Common Share, and holders are entitled to vote and participate in economic rights, on an as converted basis, with Common Shares.
Copies of the Company’s Amended Articles and Notice of Articles are available under the Company’s profile on SEDAR (www.sedar.com).
Description of Transaction
The Transaction was completed on a private placement basis pursuant to a share exchange agreement between the Company and
The Transaction was structured, in part, to preserve the Company’s status as a “foreign private issuer” under Rule 3b-4 of the Securities Exchange Act of 1934, as amended.
Since a director of the Company is exchanging Common Shares for Class B Subordinate Voting Shares, the Transaction is a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The participation of the director is exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 in accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company is relying on an exemption from the formal valuation requirements of MI 61-101 available because the fair market value of the participation in the Transaction by the director does not exceed 25% of the Company’s market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report related to this Transaction more than 21 days before the expected closing of the Transaction as required by MI 61-101 since the details of the participation by the director were not settled until shortly prior to the closing of the Transaction and the Company wished to close on an expedited basis for sound business reasons.
Early Warning Report
In connection with the Transaction,
Prior to the Transaction, Mr. Schmidt owned 75,600 Common Shares, representing 0.17% of the 43,288,460 Common Shares issued and outstanding, on an as-converted basis.
After giving effect to the Transaction,
Further,
A copy of the Early Warning Report filed under applicable securities laws is available under the Company’s profile on SEDAR (www.sedar.com).
About PLUS
PLUS is a cannabis and hemp branded products company focused on using nature to bring balance to consumers’ lives. PLUS’s mission is to make cannabis safe and approachable – that begins with high-quality products that deliver consistent consumer experiences. PLUS is headquartered in
For further information contact:
CEO & Co-founder
ir@plusproducts.com
Investors:
Investor Relations
blake@plusproducts.com
Tel +1 213.282.6987
Media:
Public Relations
megan@sekkas.com
Tel +310.279.6811
The CSE does not accept responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements:
This press release includes statements containing certain “forward-looking information” within the meaning of applicable securities law (each, a “forward-looking statement”). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur.
These forward-looking statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this press release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These risks include, but are not limited to, the success of the Company’s investments, the ability to retain key personnel, the ability to continue investing in infrastructure to support growth, the ability to obtain financing on acceptable terms, the continued quality of the Company’s products, customer experience and retention, the continued development of adult-use sales channels, managements estimation of consumer demand in jurisdictions where the Company exports, expectations of future results and expenses, the availability of additional capital to complete capital projects and facilities improvements, the ability to expand and maintain distribution capabilities, the impact of competition, the ability of the Company to implement initiatives and the possibility for changes in laws, rules, and regulations in the industry. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
Source:
2020 GlobeNewswire, Inc., source