/THIS PRESS RELEASE IS NOT FOR PUBLICATION OR
DISSEMINATION IN THE UNITED
STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAW./
VANCOUVER, Feb. 22, 2019 /CNW/ - Cannabis One Holdings Inc.
(formerly Metropolitan Energy Corp.) (TSXV: MOE.H)
("Cannabis One" or the "Company"), is pleased to
announce that, further to its announcements on July 5, 2018 and October
17, 2018, it has obtained conditional approval from the
Canadian Securities Exchange (the "CSE") on February 8, 2019 for the listing of the
Subordinate Voting Shares (as defined below) that will result from
the Company's completion of a reverse takeover transaction (the
"RTO") with Bertram Capital Finance, Inc.
("Bertram"). The Company has changed its name to "Cannabis
One Holdings Inc." in anticipation of the closing of the RTO.
Pursuant to the terms of the definitive business combination
agreement dated October 17, 2018 (the
"Business Combination Agreement"), the Company's current
common shares (the "Common Shares") shall be re-designated
as Class A subordinate voting shares (the "Subordinate Voting
Shares") and the Company shall create a new class of common
shares, the Class B super voting shares (the "Super Voting
Shares"). In connection with the RTO, shareholders of the
Company and Bertram who are residents of the United States ("U.S. Residents")
(as defined in Regulation S under the U.S. Securities Act of 1933,
as amended) shall receive Super Voting Shares and shareholders of
the Company and Bertram who are not U.S. Residents shall receive
Subordinate Voting Shares.
Notwithstanding the letter of transmittal delivered to
registered shareholders of the Company along with the management
information circular of the Company dated September 11, 2018, the board of directors of the
Company has determined to distribute the Subordinate Voting Shares
and the Super Voting Shares by way of a "push-out" instead. The
holders of Common Shares of record at the close of business on
February 22, 2019 will receive from
the Company's transfer agent either: (i) one Subordinate Voting
Share for each one Common Share held; or (ii) one Super Voting
Share for each ten Common Shares held, based on their
residency.
Only the Subordinate Voting Shares will be listed for trading on
the CSE under the symbol "CBIS". The Super Voting Shares shall be
issued to U.S. Residents in certificated form and will not be
listed for trading on the CSE, however will be convertible, subject
to a protective foreign private issuer restriction, into
Subordinate Voting Shares on a 10 for 1 basis.
Pursuant to the terms of the Business Combination Agreement, the
Company will seek to delist from the NEX board of the TSX Venture
Exchange (the "NEX") concurrent with the commencement of
trading of the Subordinate Voting Shares on the CSE.
Upon closing of the transaction, it is anticipated that the
directors of the Company will be Jeffery A.
Mascio, Darrick Payne,
Bradley Harris, Bernard S. Radochonski II, Joshua Mann and Christopher Fenn.
The Company also announces that it has agreed to extend the
expiry date of the 10,000,000 common share purchase warrants (the
"Warrants") issued pursuant to a private placement that
closed on March 29, 2018 for an
additional 12 months from the original expiry date of March 29, 2019. Following the RTO, each
whole Warrant held by a non-U.S. Resident will be exercisable at a
price of $0.25 to acquire one
Subordinate Voting Share and every ten Warrants held by a U.S.
Resident shall be exercisable at an aggregate price of $2.50 to acquire one Super Voting Share.
The Company also announces that Ryan
Atkins, who is anticipated to serve as Chief Financial
Officer of the Company following the RTO, has been named interim
Chief Financial Officer of the Company.
Further details of the RTO are available in the Business
Combination Agreement which is filed on the Company's SEDAR profile
at www.sedar.com, and will be included in the CSE Form 2A Listing
Statement to be filed by the Company in connection with the
RTO.
Forward-Looking Information & Statements
Completion of the RTO is subject to a number of
conditions, including NEX, CSE and other regulatory acceptance and
as more particularly described in the Business Combination
Agreement. There can be no assurance that the RTO will be completed
as proposed or at all. Investors are cautioned that, any
information released or received with respect to the RTO may not be
accurate or complete and should not be relied upon. Trading in the
securities of the Company should be considered highly
speculative.
The TSX Venture Exchange (the "TSXV") nor its Regulation
Services Provider (as such term is defined in policies of the TSXV)
has in no way passed upon the merits of the RTO and has neither
approved nor disapproved the contents of this press
release.
Certain statements contained in this press release constitute
forward-looking information. These statements relate to future
events or future performance. The use of any of the words
"anticipate", "could", "intend", "expect", "believe", "will",
"projected", "estimated" and similar expressions and statements
relating to matters that are not historical facts are intended to
identify forward-looking information and are based on the parties'
current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ materially. In
particular, this release contains forward-looking information
relating to the information concerning the RTO, expectations
regarding whether the RTO will be consummated, including whether
conditions to the consummation of the RTO will be satisfied, the
directors and officers of the Company following the RTO, and
expectations for other economic, business, and/or competitive
factors. Various assumptions or factors are typically applied in
drawing conclusions or making the forecasts or projections set out
in forward-looking information. Those assumptions and factors are
based on information currently available to the parties. The
material factors and assumptions include the parties being able to
obtain the necessary corporate, regulatory and other third parties
approvals and completion of satisfactory due diligence. Among the
key factors that could cause actual results to differ materially
from those projected in the forward-looking information and
statements are the following: the ability to consummate the RTO;
the ability to obtain requisite regulatory approvals and the
satisfaction of other conditions to the consummation of the RTO on
the proposed terms and schedule; the potential impact of the
consummation of the RTO on relationships, including with regulatory
bodies, employees, suppliers, customers and competitors; changes in
general economic, business and political conditions, including
changes in the financial markets; changes in applicable laws;
compliance with extensive government regulation; and the diversion
of management time on the RTO. The forward-looking information
contained in this release is made as of the date hereof and the
parties are not obligated to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by applicable securities laws.
Because of the risks, uncertainties and assumptions contained
herein, investors should not place undue reliance on forward
looking information. The foregoing statements expressly qualify any
forward-looking information contained herein.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any State securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable State securities laws or an exemption from such
registration is available. Not for distribution to U.S. Newswire
Services or for dissemination in the
United States. Any failure to comply with this restriction
may constitute a violation of U.S. securities laws.
Unlike in Canada which has
Federal legislation uniformly governing the cultivation,
distribution, sale and possession of medical cannabis under the
Cannabis Act (Federal), readers are cautioned that in the U.S.,
cannabis is largely regulated at the State level. To the Company's
knowledge, there are to date a total of 33 states, plus the
District of Columbia, that have
legalized cannabis in some form. Notwithstanding the permissive
regulatory environment of medical cannabis at the State level,
cannabis continues to be categorized as a controlled substance
under the Controlled Substances Act in the U.S. and as such,
cannabis-related practices or activities, including without
limitation, the manufacture, importation, possession, use or
distribution of cannabis are illegal under U.S. Federal law. Strict
compliance with State laws with respect to cannabis will neither
absolve the Company of liability under the U.S. Federal law, nor
will it provide a defense to any Federal proceeding, which may be
brought against the Company. Any such proceedings brought against
the Company may adversely affect the Company's operations and
financial performance.
SOURCE Cannabis One Holdings Inc.