BIOCANN PHARMA S.A.S. ACQUISITION:
In respect of the Company’s acquisition of BioCann Pharma S.A.S. (“BioCann”), shareholders will note under “Short Term Liabilities” the amount owed to the Vendors of BioCann. This will be capitalized shortly into restricted shares of Common Stock and shares of Series “M” Convertible Preferred Stock. This liability will not be reflected in the Quarter ending June 30, 2019. It should be noted that certain conditions and restrictions apply to these shares and as follows:-
The Purchase Price of $120 million includes very stringent Net Revenue Warranties and appropriate performance penalties as agreed upon by the Sellers of BioCann. BioCann has warranted Net Attributable Revenues of not less than $12 million for the period April 1, 2019 to March 31, 2020. All of the Equity Instruments being issued in settlement of this acquisition are restricted from any sale and/or conversion for a period of not less than 18 (Eighteen) months.
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The Sellers of BioCann acknowledge and represent that these shares of Series M Convertible Preferred Stock are being issued based upon BioCann achieving Net Revenues of not less than $12,000,000 (Twelve million dollars) in the period commencing on April 1, 2019 to the period March 31, 2020. Net Revenues is defined as sales that were attributable to Biocann, net of any rebates, commissions or discounts and that all such net revenues were paid for in full. It is agreed that verification of Net Revenues shall be undertaken by an Independent PCAOB Certified Auditor in the United States of America.
It is hereby agreed and warranted that in the event of BioCann not achieving these warranted Net Revenues, then and only then, shall the quantum of shares of Series M Convertible Preferred Shares be reduced by a percentage amount equal to the percentage dollar amount not achieved in warranted Net Revenues for that period and that any such shares so reduced, will be cancelled. The Seller agrees that these shares of GNCC Capital, Inc. Series M Convertible Preferred Stock shall not be available to be assigned, pledged, sold, lent or in any way alienated for a period of 18 (Eighteen) months commencing from the Effective Date of this Agreement and subject to the provisions of the Revenue Warranty.
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The Company is in the exploration stage. Its activities to date have been limited to capital formation, organization and development of its business plan. The Company has Mining Exploration Properties and on February 21, 2019 the Company acquired BioCann Pharma S.A.S. in the Republic of Colombia, a Company engaged in the sourcing and distribution of Cannabis Pharmaceutical Grade CBD Oils in Latin America. Going forward, the Company intends to acquire further interests in the Cannabis Sector.
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The Company is now increasing the number of shares of Authorized Preferred Stock to permit the Authorization and the issuance of shares of Series “M” Convertible Preferred Stock as is required to settle the Vendors of BioCann Pharma S.A.S. that was recently acquired by the Company.
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NOTE TO ISSUANCES:-
On February 2019, shareholders representing an amount of 560,000 shares of Series “B” Convertible Preferred Stock served Notices of Conversion to shares of Common Stock. This will increase in the amount of outstanding Common Stock as was required to secure the majority shareholder vote to acquire the entire issued capital of BioCann Pharma S.A.S. These conversions have not as yet been effected and it is envisaged that they will be in and during May of 2019.
An amount of 3,500,000,000 restricted shares of Common Stock are due to be issued to the vendors of BioCann Pharma S.A.S. These shares are restricted and subject to various Revenue Warranties by those Vendors.
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The Company’s principal activities will now be through BioCann Pharma S.A.S. which is engaged in the sourcing of Marijuana crop in Colombia from Licensed Growers and the processing of Pharmaceutical grade CBD Oils through a Joint Venture with a Licensed Processor in the Republic of Colombia. The CBD Oils will be distributed in Latin America. The Company does not operate whatsoever in the USA in the Cannabis Sector.
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The Company intends over time, to become a Diversified Holding Company with interests in other Industry Sectors as well as in Mining Exploration. The acquisition of BioCann Pharma S.A.S. (“BioCann) in February of 2019 placed the Company in the Marijuana Sector. BioCann is based in the Republic of Colombia and sources Marijuana crops from Licensed Growers and the processes into Pharmaceutical Grade CBD Oils through a Joint Venture in Bogota, Colombia. The product is distributed in Latin America. The Company does not operate in the USA in the Cannabis Sector. The Company reasonably expects to expand its interests in the Cannabis/Hemp Sectors through further acquisitions, Joint Ventures, Licensing Agreements, etc.
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Paula is the General Manager of BioCann Pharma S.A.S. in Cali, Republic of Colombia (Appointed: October, 2018) as well as the Operations Manager (Republic of Colombia operations) for Instadose Pharma S.A.S., a subsidiary of Instadose Pharm Corp. BioCann has a 50/50 Partnership and Joint Venture Agreement with Instadose Pharma S.A.S. Paula’s primary responsibilities include: Planning the general and specific objectives of the company in the short and long term, Control all planned activities to ensure correct execution and to make financial, administrative and personnel decisions.
Paula also currently (since 2014) serves as Administrative Director of Finesa Seguros Ltda where she is responsible for the planning, organization, direction, control and management of organizational administrative processes from the areas of Treasury Management, Payroll and Human Resources. Paula’s previous professional experience includes:-
REGINA E.U. as Administrative and Financial Advisor, Project evaluation, Financial analysis, Preparation of budgets and the Presentation of projects.
AVIANCA S.A., Aerovias of the American Continent – Avianca and as the South Zone Financial Coordinator. Her responsibilities included Planning, organization, direction and the control functions of the Financial Department relating to Accounting, Treasury and Portfolio.
AVIANCA S.A. - Aerovias of the American Continent – Avianca as a Treasury Analyst.
GC SUMINISTROS LTDA. Overseeing Marketing of Goods and Services and as an Administrative Advisor responsible for: Leading the process of integrating the company and interaction with Key Personnel, Overseeing strategic planning and the preparation and implementation of manuals and procedures for the operations of the company, Programming of the budget and control of costs and operating expenses, Logistic coordination of the commercialization process and the Analysis, preparation and presentation of bids.
COPEMAR LTDA. As Administrative Director overseeing the Management in respect of the purchase and sale of domestic and imported products, Coordination of reception and storage of the products, Control of inventories to guarantee the quantity and quality of the stored product, Tracking costs and operating expenses, Preparation and execution of budgets, Payment programming to suppliers, Coordination of marketing tasks to search for new clients and Personnel management.
PAULA ANDREA VICTORIA CURRENT AND PRIOR DIRECTORSHIPS:-
Current: Instadose Pharma S.A.S, BioCann Pharma S.A.S and Finesa Seguros Ltda.
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