NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ALL FIGURES IN CANADIAN DOLLARS UNLESS OTHERWISE SPECIFIED.
LOS ANGELES, Sept. 22, 2020 (GLOBE NEWSWIRE) — Ventura Cannabis and Wellness Corp. (CSE:VCAN) (“VCAN”, or the “Company”) is pleased to announce it has set a record date of September 21, 2020 (the “Dividend Record Date”) for the dividend to its shareholders of the shares and warrants in Vibe Bioscience Ltd. (“Vibe”) that VCAN received in connection with the Cathedral sale transaction which closed on September 16, 2020. Each VCAN shareholder of record on the Dividend Record Date will be entitled to receive 1 common share of Vibe for every 55 VCAN shares held and 1 purchase warrant of Vibe for every 46 VCAN shares held. Each warrant is exercisable for one share of Vibe at a price of $0.60 per Vibe common share and will expire on September 16, 2021. Fractional shares and warrants will not be issued to the shareholders.
The Company further announces that it is in the process of printing and mailing the meeting materials for the Company’s special meeting (the “Meeting”) to be held on October 23, 2020. The mailing of the Meeting materials will be completed on or before September 29, 2020. When the mailing is complete, a copy of the Meeting materials including the management information circular prepared in respect of the Meeting will be posted under the Company’s profile at www.sedar.com.
At the Meeting, the Company’s shareholders will be asked to consider and approve special resolutions approving the previously announced sale of Portland Asset Holding Corporation (“PAHC”) to Vibe and approving the distribution of the shares and warrants received from Vibe in that transaction to the Company’s shareholders. Shareholders will further be asked to consider and approve ordinary resolutions approving the delisting of the Company’s common shares from the Canadian Securities Exchange (“CSE”) and the voluntary dissolution, following a potential distribution of remaining assets once all liabilities are settled, of the Company.
VCAN’s management and board believe the sale of PAHC and subsequent proposed actions to be considered at the Meeting are in the best interests of the Company and its shareholders given the Company’s disclosed contingent liabilities and dwindling cash and balance sheet. Management also believes the Company’s shareholders will benefit from their participation in Vibe’s expanding cannabis business.
Vibe has been one of the best performing cannabis stocks on the CSE in the past year and its net earnings margin exceeds most of its CSE-listed peers. Vibe generated cash flow in the second quarter of 2020 and is projecting to generate cash flow in the third quarter. Vibe currently owns retail stores in Sacramento, Stockton, and Redding and intends to open a retail store in Ukiah, CA, before the end of the year. It is also working on new store development projects in three other Northern California locations. Vibe also owns and operates cultivation assets in Crescent City, CA, and Sacramento, CA.
Ventura Cannabis and Wellness Corp.
Certain statements contained in this presentation constitute“forward-looking information”as such term is defined in applicable Canadian securities legislation. The words“may”,“would”,“could”,“should”,“potential”,“will”,“seek”,“intend”,“plan”,“anticipate”,“believe”,“estimate”,“expect”,“confident”and similar expressions as they relate to theCompany. Such statements reflect theCompany’scurrent views and intentions with respect to future events, and current information available to theCompany, and are subject to certain risks, uncertainties, and assumptions. The forward-looking information included are made as ofSeptember22,2020, and theCompanyundertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law. VCAN holds or is acquiring marijuana assets in the United States. Previously disclosed acquisitions are still subject to closing. Marijuana is legal in each state VCAN is looking to operate, however marijuana remains illegal under US federal law, and the approach to enforcement of US federal law against marijuana is subject to change. Shareholders and investors need to be aware that adverse enforcement actions could affect their investments and thatVCAN’sability to access private and public capital could be affected and or could not be available to support continuing operations.