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Re: Destroyer67 post# 18

Wednesday, 03/13/2019 12:56:09 AM

Wednesday, March 13, 2019 12:56:09 AM

Post# of 206
18. Subsequent events (continued) Merida Capital Partners in Blue

My guess only on being Merida Shares in Blue and those in Red are the Broker that brought Merida to the Company

Start @ page -183- also -184- also -185-

https://webfiles.thecse.com/sedar_filings/00045044/1903051000021074.pdf

18. Subsequent events

(a) On October 2, 2018, the Company completed a final tranche of a private placement financing with the issuance of an aggregate of 2,062,545 Units at a price of $0.44 per Unit for gross proceeds of $907,520. Each Unit consists of 1 common share and one half common share purchase warrant. An aggregate of 1,031,273 warrants were issued with each whole warrant exercisable to purchase one common share of MVC at price of $0.50 for a period of two years from issuance. In relation to this private placement, the Company paid cash issuance costs of $10,728.

(b) On October 19, 2018, the Company repurchased an aggregate of 1,651,745 common shares and an aggregate of 825,872 common share purchase warrants for total consideration of $710,250.

(c) On October 19, 2018, the Company repurchased an aggregate of 294,955 common shares and an aggregate of 147,477 common share purchase warrants for total consideration of $126,831.

(d) On October 25, 2018, the Company repurchased an aggregate principal amount of $150,000 of 5% convertible senior secured debentures and 1,951,000 common shares for total consideration of $1,279,436.

(e) On October 29, 2018, the Company issued 56,800 common shares and 28,400 common share purchase warrants to a consultant of MVC in satisfaction of debt owed to the consultant. Each whole warrant is exercisable to purchase one common share of MVC at a price of $0.50 for a period of two years from issuance.

(f) On November 5, 2018, the Company signed employment agreements with its Chief Executive Officer (CEO) and Chief Operating Officer (COO). Pursuant to the agreements, the Company granted to each of the executives, options to purchase an aggregate of 2% of the total issued and outstanding common shares of the Company at the date of the agreements, exercisable at $0.44 per share, for 10 years and vesting annually in three equal installments. This translates into 1,242,567 options each for the CEO and COO.

(g) On November 8, 2018, the Company granted an aggregate of 19,889 options to consultants, exercisable over a period of one to two years from the date of grant with exercise prices ranging from $0.41-$0.44, vesting immediately.

(h) On December 20, 2018, the Company signed a term sheet for the issuance of US$2,400,000 convertible secured debentures to Merida Capital Partners II LP ('Merida'). Pending issuance of the said debentures, the Company issued Merida a promissory note and Merida advanced to the Company funds, amounting to US$2,400,000. The Company used these funds to repay the promissory note outstanding for the purchase consideration of Canna Care (see Note 10). The Note bears interest at 12% per annum and is due 18 months from the issue date.

(i) On December 31, 2018, the Company issued 795,455 and 1,245,454 shares as consideration for the acquisition of the Tokeln assets. The shares have a deemed value of $262,500 and $548,000, respectively.

(j) On January 17, 2019, the Company completed a Private Placement Financing with the issuance of an aggregate of 374,998 Units at a price of $0.50 per Unit for gross proceeds of $187,499. Each Units consists of 1 common share and one half common share purchase warrant. An aggregate of 187,500 warrants were issued with each whole warrant exercisable to purchase one common share of the Company at a price of $0.80 for a period of three (3) years from issuance.

(k) On January 23, 2019, the Company granted an aggregate of 485,000 options to employees, directors and consultants. These options are exercisable over a period of 1-5 years from the date of grant with exercise prices ranging from $0.44-$0.50, vesting over 4 years for employees and immediately for directors and consultants.

On January 25, 2019, the Company closed the first tranche of a Private Placement Financing of subscription receipts with the issuance of 352,000 Subscription Receipt Units for gross proceeds of $176,000. Each Subscription Receipt Unit converts automatically into one common share and one half common share purchase warrant. An aggregate of 352,000 common shares and 176,000 warrants are issuable on conversion of the Subscription Receipt Units , with each whole warrant is exercisable to purchase one common share of MVC at a price of $0.80 for a period of three (3) years from issuance. The Company also issued 20,440 broker warrants in combination with the closing of the Subscription Receipt Units. Each broker warrant entitling the holder to purchase one Unit at $0.50 for a period of three (3) years, with each whole warrant is exercisable to purchase one common share of the Company at a price of $0.80 for a period of three (3) years from issuance.

(l) In relation to the 2019 private placements, the Company paid cash issuance costs of $23,730.

(m) On February 1, 2019, a consultant exercised 300,000 options at a price of $0.016 per share.

(n) On February 14, 2019, the Company closed the second tranche of the non-brokered Private Placement Financing of subscription receipts with the issuance of 2,184,000 subscription receipt units for gross proceeds of $1,092,000. These Subscription Receipt Units will convert automatically into an aggregate of 2,184,000 shares and 1,092,000 warrants with each whole warrant exercisable to pruchase one common share of MVC at a price of $0.80 for a period of three (3) years from issuance, with each whole warrant is exercisable to purchase one common share of MVC at a price of $0.80 for a period of three (3) years from issuance.

(o) On February 15, 2019, the Company closed the third tranche of the non-brokered Private Placement Financing of subscription receipts with the issuance of 1,688,420 subscription receipt units for gross proceeds of $844,210. These Subscription Receipt Units will convert automatically into an aggregate of 1,688,420 common shares and 844,210 warrants, with each whole warrant is exercisable to purchase one common share of the Company at a price of $0.80 for a period of three (3) years from issuance.


The Company also issued 5,600 broker warrants in connection with the closing of the Subscription Receipt Units. Each broker warrant entitling the holder to purchase a Unit at $0.50 for a period of three (3) years.

(p) On February 21, 2019, the Company closed the fourth tranche of the non-brokered Private Placement Financing of subscription receipts with the issuance of 533,920 subscription receipt units for gross proceeds of $266,960. These Subscription Receipt Units will convert automatically into an aggregate of 533,920 common shares and 266,960 warrants, with each whole warrant exercisable to purchase one common share of the Company at a price of $0.80 for a period of three (3) years from issuance.

(q) On February 27, 2019, the Company and CB2 completed the Share Exchange Agreement.