Vibe Bioscience Ltd. (CNSX:VIBE) entered into a definitive agreement to acquire Cannabis Retail Dispensary in Portland from Ventura Cannabis & Wellness Corporation (CNSX:VCAN) for CAD 1.9 million on August 31, 2020. The consideration consists of 3,112,092 common shares of Vibe and 1,200,000 common share purchase warrants, each exercisable for one additional Vibe Share at an exercise price of CAD 0.62 per Vibe Share for a term of twelve months following closing of the sale. As per the terms, acquisition includes a retail dispensary license, a leased store location in the City of Portland, and cash and working capital of approximately CAD 1.2 million.

As of October 26, 2020, the company has set a record date of October 30, 2020 for the distribution of the Vibe Shares and the Vibe Warrants to its shareholders received in connection with the sale. As of October 23, 2020, Ventura notified the CSE of shareholder approval to delist its shares from the CSE. The CSE has accepted the notification and Ventura expects to be delisted from the CSE on or about October 30, 2020.

The transaction is subject to, Ventura's board and shareholder approval, approval of the Canadian Securities Exchange, the receipt of regulatory approvals, receipt of certain consents from third parties, and the satisfaction of closing conditions. As of September 18, 2020, the transaction was unanimously approved by the board of Ventura Cannabis. As of October 23, 2020, in a special meeting of shareholders, the transaction was approved by the shareholders of Ventura Cannabis.

The acquisition is anticipated to close on October 24, 2020.