CWE European Holdings Ltd. entered into a binding engagement agreement to acquire Cann-Is Capital Corp. (TSXV:NIS.P) in a reverse merger transaction for CAD 0.15 million.
Post completion, the name of resulting issuer will be changed to HANF Inc. or to such other name as the Board of Directors of Cann-Is Capital Corp, in its sole discretion, deem appropriate. Upon completion of the transaction, the resulting issuer will carry on the business of CWE. It is anticipated that the resulting issuer will qualify as a Tier 2 Issuer pursuant to the requirements of the TSX Venture Exchange. Upon closing of the transaction, the Board of Directors of Cann-Is shall be reconstituted, to be comprised of the nominees of CWE to consist of at least three members. The management, Board of Directors and insiders of the resulting issuer will consist of Jörn J. Follmer Chief Executive Officer and Director, Daryl S. Fridhandler- Director, James Lanthier Director, Ronnie Jaegermann Director and Wenzel Cerveny Founder and majority shareholder. On November 4, 2020, Cann-Is Capital entered into an amended and restated binding engagement agreement with CWE amending and restating certain terms of the proposed transaction between the parties. As per announcement on September 21, 2021, upon closing of the transaction, the management, board of directors and insiders of the Resulting Issuer will be: Jörn J. Follmer Chief Executive Officer and Director; James Lanthier Director; Aaron Meckler Chief Financial Officer and Director; Ronnie Jaegermann Director; Jerry Cerveny Director;
Closing of the transaction will be subject to a number of conditions precedent, including, without limitation completion of mutual satisfactory due diligence investigations of CWE and Cann-Is; approval of the transaction by the Boards of Directors of CWE and Cann-Is; execution of a definitive agreement effecting the transaction, completion of the financing; receipt of all regulatory approvals with respect to the transaction and the listing of the resulting issuer shares on the TSX Venture Exchange; approval of the transaction by CWE shareholders; approval of the name change, and the approval of new Directors by the Cann-Is shareholders; and confirmation of no material adverse change by CWE and Cann-Is. The transaction will not be subject to approval by Cann-Is' shareholders. As of October 9, 2020, the transaction is scheduled to close in late 2020. As of April 13, 2021, the transaction is scheduled to close in mid of 2021.