ManifestSeven entered into a definitive agreement to acquire P&P Ventures Inc. (TSXV:PPV.H) in a reverse merger transaction on March 27, 2019. On completion, the shareholders of ManifestSeven will exchange their securities for the securities of the resulting issuer, and will hold approximately 49.5 million class A shares, 12.7 million class B shares, and 0.91 million class C shares of the resulting issuer. Prior to the completion of the transaction, P&P Ventures will complete a consolidation of shares on the basis of 1 post consolidation share for every pre consolidation of shares issued and outstanding. As per amended filing P&P will consolidate its Shares on the basis of 1 post-consolidation Share for every 1.33333225 pre-consolidation Shares. It is anticipated that, there will be approximately 66.36 million class A Shares of the resulting issuer issued and outstanding. The current security holders of P&P Ventures are expected to hold approximately 20.4% of the then issued and outstanding shares, and the shareholders of ManifestSeven will hold 79.6% of the post-consolidation resulting issuer's subordinate voting shares on an undiluted basis. Upon completion of the transaction, P&P Ventures will continue on with the business of ManifestSeven. In a related transaction, ManifestSeven completed a private placement for aggregate gross proceeds of $15 million. As a result of the transaction, P&P Ventures will change its name to “ManifestSeven Holdings Corporation”, or such other name as may be agreed upon the parties. The completion of the transaction will result in the company de-listing its common shares from the TSX-V and the resulting issuer listing its subordinate voting common shares on the CSE. As per filing on September 3, 2020 P&P requested that its common shares be voluntarily delisted from the NEX board of the TSX Venture Exchange at the close of business on September 4, 2020. The Shares are expected to be listed on the Canadian Securities Exchange on September 15, 2020, in connection with the closing of the proposed transaction and shall trade under the ticker symbol “MSVN”. A break fee in cash equal to the greater of $3 million and 5% of the value of any alternate transaction will become payable on the termination of this agreement in favor of an alternate transaction, by the terminating party to the non-terminating party.

On completion of the transaction, the Directors and officers of P&P are expected to resign, and the following Board of Directors and management team is expected to be appointed: Sturges Karban as Chief Executive Officer and Director, Urban Smedeby as President, Jordan Gerber as Chief Financial Officer, Pierre Rouleau as Chief Operating Officer, Dmitry Gordeychev as Chief Investment Officer, Larry Horwitz as Corporate Secretary, Jarrod Smith, Daniel Sekers, Kristin Fox and Scott Wessler as Directors. As per amended filing on November 5, 2019, Dilshad Kasmani will serve as Chief Legal Officer, General Counsel and Corporate Secretary of the resulting entity.

The completion of the transaction remains subject to approval from third party, regulatory and shareholder approval of the matters contemplated by the agreement and the satisfactory completion of due diligence on P&P Ventures by ManifestSeven. All management, consulting, lease and rental contracts to which P&P is a party shall have been terminated. In accordance with TSXV requirements, P&P will be seeking majority of the minority shareholder approval in connection with the de-listing. The meeting of the shareholders of P&P to approve the transaction will be held on July 10, 2019. The Boards of Directors of each of P&P and ManifestSeven have unanimously resolved the transaction. As of April 10, 2019, shareholders of ManifestSeven have approved the transaction. As of July 10, 2019, the shareholders of P&P Ventures unanimously approved the transaction. As on July 14, 2020, the transaction received conditional approval from Canadian Stock Exchange. The transaction is anticipated to close on or before July 31, 2019. As of April 10, 2019, the transaction is expected to close on or before June 30, 2019. As of June 12, 2019, the transaction is expected to be completed in July 2019. As of July 11, 2019, the transaction is expected to be completed in August, 2019. As per amended filing, the transaction is expected to close on or before October 31, 2019. As of November 19, 2019, the deadline for closing the agreement has been extended to February 29, 2020. As on February 28, 2020, the agreement was further amended by the parties, by which they extended the latest closing date to April 30, 2020. As of March 30, 2020, the latest closing date was further extended to June 5, 2020. As of July 23, 2020, the deal is expected to close on or before August 31, 2020. As of September 10, 2020, the transaction is expected to close in the coming days.

Michael Woods of Woods & Company served as legal advisor to P&P Ventures and James Munro of McMillan LLP served as legal advisor to ManifestSeven on the transaction. Haywood Securities Inc. acted as financial advisor to ManifestSeven. Odyssey Trust Company acted as registrar and transfer agent for P&P Ventures.