P&P Ventures Inc. ('P&P' or the 'Company') (TSX-V: PPV.H) is pleased to announce that further to its press releases of July 11, 2019 and April 2, 2019, the Company intends to proceed with the unanimously approved reverse takeover (the 'Proposed Transaction') by MJIC, Inc., doing business as ManifestSeven ('M7'), a leading California-based company operating in the retail storefront, retail delivery and distribution components of the regulated cannabis industry, as well as the unregulated wholesale and retail sale of ancillary products related to the cannabis industry or related industries, to businesses and consumers.
The Company has requested that its common shares (the '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 ('CSE') on September 15th, 2020, in connection with the closing of the Proposed Transaction (the 'CSE Listing'), and shall trade under the ticker symbol 'MSVN'. The Company also announces that, effective September 4, 2020, it expects to change its name to 'ManifestSeven Holdings Corporation' and consolidate its Shares on the basis of one (1) post-consolidation Share for every 1.33333225 pre-consolidation Shares (the 'Consolidation'). It is further anticipated that the articles of the Company will be amended to provide for multiple classes of shares with varying voting and nonvoting rights, including replacing its Shares with Class A common shares ('Class A Shares'), which will be the securities that the Company expects to list on the CSE, Class B non-voting shares ('Class B Shares'), which are convertible to Class A Shares on a 1:1 basis on the date this is 12 months from the date (the 'Closing Date') of closing of the Proposed Transaction, and Class C shares ('Class C Shares'), which hold ten votes per share and are convertible to Class A Shares on the basis of one Class C Share for ten Class A Shares, subject to certain limitations. Letters of transmittal with respect to the Consolidation will be mailed to all registered shareholders of the Company. All registered shareholders will be required to send their respective certificates representing the preconsolidation Shares along with a properly executed letter of transmittal to the Company's transfer agent, Odyssey Trust Company ('Odyssey'), in accordance with the instructions provided in the letter of transmittal. All shareholders who submit a duly completed letter of transmittal along with their respective pre-consolidation Share certificate(s) to Odyssey, will receive a post-Consolidation Direct Registration Advice representing the post-consolidation Shares and under the new name of the Company. The Company has obtained conditional approval for the CSE Listing. However, closing of the Proposed Transaction remains subject to certain closing conditions, including obtaining final approval of the CSE for the CSE Listing. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
About ManifestSeven
MJIC, Inc. was incorporated pursuant to the laws in the State of California on April 29, 2014 and operates under the name ManifestSeven ('M7'). M7 is a leading United States-based company operating in the wholesale and retail segments of the cannabis industry and the ancillary industry (the 'Ancillary Industry') of related but nonregulated products often used by consumers of cannabis products ('Ancillary Products'). M7's principal business strategy is to act as a singular access point across all available commercial channels to provide businesses and consumers universalized access to cannabis products and Ancillary Products. M7 engages in the wholesaling, distribution, and transportation of cannabis products on behalf of licensed cannabis operators and the retail sale of cannabis products directly to consumers through brick-and-mortar dispensaries and local ondemand delivery and subscription services. M7 is also engaged in the wholesaling, distribution, and transportation of Ancillary Products to licensed cannabis operators and applicable operators in the Ancillary Industry, as well as the retail sale of Ancillary Products directly to consumers through transactional and subscription-based ecommerce platforms. M7 was founded upon the cornerstone principle of legal and regulatory compliance. M7's internal compliance division monitors all of M7's operations and provides compliance products and services to licensed cannabis operators.
About P&P
P&P is currently listed on the NEX Board of the TSXV. Management of the Company has been actively engaged in assisting with the closing of the Proposed Transaction.
Contact:
Tel: 604-925-0551
Cautionary Statement Regarding 'Forward-Looking'
Information This release includes certain statements that may be deemed 'forward-looking statements'. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words 'expects', 'plans', 'anticipates', 'believes', 'intends', 'estimates', 'projects', 'potential' and similar expressions, or that events or conditions 'will', 'would', 'may', 'could' or 'should' occur. In particular, this release contains forward-looking information relating to the intention of the parties to complete the Transaction, the related transactions and the business of the Company. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include final acceptance of the listing of the Shares on CSE, regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
P&P VENTURES INC. 
