Ventura Cannabis and Wellness Corp. (CSE:VCAN) said it has set a record date for the distribution to its shareholders of the shares and warrants in Vibe Bioscience Ltd. (CSE:VIBE) that the group received in connection with the Cathedral sale transaction which closed on September 16, 2020, and said it is pushing ahead with plans for a further disposal to Vibe and a delisting and voluntary dissolution of the company.
Each Ventura Cannabis shareholder on the record date of September 21, 2020, will be entitled to receive 1 common share of Vibe for every 55 Ventura Cannabis shares held and 1 purchase warrant of Vibe for every 46 Ventura Cannabis 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.
READ: Ventura Cannabis and Wellness closes deal to sell California cannabis assets to Vibe Bioscience
Ventura Cannabis said it is in the process of printing and mailing the materials for the company’s special meeting to be held on October 23, 2020, where 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.
Ventura Cannabis management and board said they 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. The firm 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, California (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.
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