TORONTO, ON / ACCESSWIRE / April 21, 2017 / Maricann Group Inc. (CNSX: MARI) (formerly, Danbel Ventures Inc.) ("Danbel" or the "Company") is pleased to announce that it has completed its previously announced reverse takeover transaction (the "Transaction") of Danbel by the shareholders of Maricann Inc. ("Maricann"). The Transaction was completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario), pursuant to which Danbel's wholly-owned subsidiary ("Subco") has merged with Maricann and Maricann has become a wholly-owned subsidiary of the Company. The Transaction was completed pursuant to a definitive agreement between the Company, Subco and Maricann dated March 3, 2017 (the "Definitive Agreement").
Pursuant to the Definitive Agreement, immediately prior to the closing of the Transaction, Danbel completed a consolidation of its common shares on the basis of one post-consolidation common share for every 9.22 existing common shares and changed the name of the Company to "Maricann Group Inc." (the "Resulting Issuer").
On closing of the Transaction, Danbel issued the following securities:
71,266,984 post-consolidated common shares of the Resulting Issuer to Maricann shareholders exchanged on a one (1) for one (1) basis; and
11,250,000 warrants, 4,819,036 stock options and other rights to acquire securities, 900,000 compensation options (convertible on exercise into 900,000 common shares and 900,000 warrants), and 130,380 compensation options (convertible on exercise into 130,380 common shares) in the capital of the Resulting Issuer to holders of warrants, stock options and compensation options of Maricann on a one (1) for one (1) basis with economically equivalent terms.
Shareholders of the Corporation approved all matters voted on at the special meeting of shareholders held on April 13, 2017. Maricann also held a special meeting of shareholders on April 18, 2017 at which its shareholders approved the Transaction.
The Company's common shares will trade under the symbol "MARI" when trading commences, following the issuance by the CSE of the its final bulletin regarding the Transaction, which is expected to be April 21, 2017.
Directors and Officers of the Resulting Issuer
Following completion of the Transaction, the following individuals are the officers and directors of the Resulting Issuer:
- Neil Tabatznik (Chairman);
- Raymond Stone;
- Ben Ward; and
- Eric Silver.
- Ben Ward, Chief Executive Officer and President;
- Jeremy Blumer, Chief Financial Officer
- Terry Fretz, Chief Operating Officer; and
- Raymond Stone, Corporate Secretary.
As part of the Transaction: (i) Ernst & Young LLP was appointed as auditors of the Resulting Issuer; (ii) a new stock option plan of the Resulting Issuer took effect upon the closing of the Transaction; (iii) the Resulting Issuer's registered address was changed from the municipality of Toronto, Ontario, to Burlington, Ontario; and (iv) the repeal of the old By-law No. 1A of the Company and the adoption of a new By-law No. 1 of the Resulting Issuer.
After completion of the Transaction, an aggregate of 72,516,984 common shares of the Resulting Issuer are issued and outstanding or 90,516,400 common shares on a fully diluted basis. The shareholders of Danbel own 1,250,000 common shares or 1.72% of the issued and outstanding common shares of the Resulting Issuer, while the shareholders of Maricann own 71,266,984 common shares or 98.28% of the issued and outstanding common shares of the Resulting Issuer. At closing of the Transaction, the Resulting Issuer also has 11,250,000 warrants, 4,819,036 stock options and other rights to acquire securities and 1,030,380 compensation options issued and outstanding.
Additional details of the Transaction are available in the related meeting materials mailed to shareholders in connection with the various meetings required to approve the Transaction and a listing statement disclosure document completed in accordance with CSE policies. The meeting materials and listing statement are available on SEDAR.
Maricann is a vertically integrated producer and distributor of marijuana for medical purposes. As one of approximately 43 companies with a federal licence to cultivate cannabis and one of approximately 30 independent licensed producers with a federal licence to process and distribute cannabis, Maricann services a patient base with more than 8,000 registered patients. Maricann is currently undertaking an expansion of the cultivation and support facilities to support existing and future patient growth.
For further information please contact:
Shawn Alexander, VP Investor Relations
Maricann Group Inc.
845 Harrington Court, Unit 3
Burlington Ontario L7N 3P3
Toll Free: 1.844.Maricann (627.4226)
Email: [email protected]
Forward Looking Information
This news release contains certain forward-looking statements that reflect the current views and/or expectations of management with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the Company's intention to complete the Transaction. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. In particular, there is no guarantee that the parties will successfully complete the Transaction contemplated herein, or that the Company will obtain all required shareholder and regulatory approvals, including approval of the CSE. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
SOURCE: Maricann Group Inc.