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lesgetrich

09/17/15 3:22 PM

#64622 RE: capitalkid #64620

I think I got it. You're arguing that a JV can't get controlling interest without Paul first agreeing to a reverse split. However, that's not necessarily true. It could be obtained by issuing additional VTCQ shares to the JV partner along with sale of part of mCigs shares as part of a merger/acquisition of the partner or the same could also be achieved by simply selling all of mCigs interest in VTCQ to the partner and the partner subsequently merging with VTCQ. All of this could (and would necessarily) precede a reverse split which would then be undertaken by the partner.

If the current share structure were retained and the partner just purchased 28% of the 47% of shares owned by mCig leaving mCig with 19%, they would still technically have controlling interest by definition (>20% ownership), but they would still need Paul's agreement and some additional share votes to do an RS.

What's true in these examples is that Paul would probably know and have to agree to this plan in advance. I think that the most likely scenario would be the first one where a synergistic partner merges with VTCQ for the cost of additional VTCQ shares which then give it a majority ownership and allow the partner to become a public company. Whether Paul agrees or not will have more to do with whether he feels the resulting company will increase value for shareholders or not. Any subsequent reverse split decision would not impact the underlying value of those shares once a merger had taken place. Reverse splits (or any splits) by themselves are value neutral (the value of your investment is the same before and after the split).

I'm not saying that any of the above will happen. I'm only speculating on what's possible. Hope this clarifies things for you.