05:16:24 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



POCML 2 Inc
Symbol PCC
Shares Issued 6,000,000
Close 2014-04-11 C$ 0.20
Market Cap C$ 1,200,000
Recent Sedar Documents

POCML 2 closes QT with Bedrocan

2014-08-21 11:26 ET - News Release

Mr. Marc Wayne reports

BEDROCAN CANNABIS CORP. (FORMERLY POCML 2 INC.) COMPLETES QUALIFYING TRANSACTION; RESULTING ISSUER EXPECTED TO COMMENCE TRADING AUGUST 25, 2014

POCML 2 Inc. has completed its qualifying transaction with Bedrocan Canada Inc., as previously announced in its press releases dated April 14 and May 15, 2014.

In connection with the qualifying transaction and prior to closing, the corporation filed articles of amendment pursuant to which it: consolidated its common shares on the basis of one new common share for every two old common shares issued and outstanding; and changed its name to Bedrocan Cannabis Corp.

In addition, an aggregate of 13.5 million subscription receipts of Bedrocan which were issued pursuant to a concurrent private placement completed by Bedrocan on May 15, 2014, were converted for no additional consideration into an aggregate of 13.5 million common shares and 6.75 million share purchase warrants of Bedrocan immediately preclosing.

The corporation then acquired all of the issued and outstanding securities of Bedrocan pursuant to a three-cornered amalgamation in connection with which: Bedrocan amalgamated with a wholly owned subsidiary of the corporation; and the corporation issued one postconsolidation share to former Bedrocan shareholders in exchange for every common share of Bedrocan so acquired.

Pursuant to the qualifying transaction, the corporation also issued: an aggregate of two million stock options in consideration of the cancellation of existing stock options of Bedrocan; an aggregate of 6.75 million share purchase warrants each exercisable at $1.20 until Nov. 15, 2015 (subject to acceleration), in consideration of the cancellation of the Bedrocan underlying warrants; and an aggregate of 945,000 compensation options each exercisable to acquire one unit of the corporation at 85 cents until Nov. 15, 2015 (subject to acceleration), in consideration of the cancellation of existing compensation options of Bedrocan issued in connection with the concurrent financing.

Each unit consists of one postconsolidation share and one-half of one replacement warrant.

Immediately following the closing, there are an aggregate of 67.5 million postconsolidation shares issued and outstanding, of which: 64.5 million postconsolidation shares are held by former shareholders of Bedrocan (inclusive of participants in the concurrent financing) and three million postconsolidation shares are held by existing shareholders of the corporation.

In addition, immediately postclosing, the corporation has reserved for issuance: an aggregate of 2.3 million postconsolidation shares issuable upon the exercise of stock options of the corporation (inclusive of the replacement options) exercisable at prices ranging from 30 cents to 85 cents and bearing expiry dates ranging from Nov. 20, 2014, to Dec. 31, 2022 (note: the corporation intends to seek shareholder approval at its next annual meeting of certain amendments to its stock option plan to provide that the options granted thereunder may bear a term of up to 10 years from the date of grant); an aggregate of 11 million postconsolidation shares issuable upon the exercise of existing share purchase warrants of Bedrocan exercisable at 60 cents until the earlier of 18 months following the completion of a going-public transaction by Bedrocan and April 4, 2019 (subject to acceleration); an aggregate of 80,000 postconsolidation shares issuable upon the exercise of existing broker warrants of the corporation exercisable at 30 cents until May 14, 2015; an aggregate of 945,000 postconsolidation shares issuable upon the exercise of the replacement compensation options; an aggregate of 472,500 postconsolidation shares issuable upon the exercise of the underlying replacement warrants; and an aggregate of 6.75 million postconsolidation shares issuable upon the exercise of the replacement warrants. As described in the corporation's filing statement dated Aug. 8, 2014, available on SEDAR, certain of the postconsolidation shares are subject to escrow requirements pursuant to applicable TSX Venture Exchange policies. In addition to the securities subject to escrow described in the filing statement, 305,000 postconsolidation shares, representing 0.45 per cent of the postconsolidation shares, held by the spouse of a principal of the corporation, are subject to escrow. Such escrowed shareholder held 305,000 common shares of Bedrocan, representing 0.60 per cent of the common shares of Bedrocan, immediately prior to the completion of the qualifying transaction.

In addition, following the closing, the corporation granted an additional 861,000 stock options at an exercise price of 85 cents per share to certain executive officers, directors, employees and consultants of the corporation, as previously described in the filing statement.

Also in connection with the qualifying transaction, the existing directors and officers of the corporation resigned and the board of directors of the corporation was reconstituted to comprise Murray Goldman, Marc Wayne, Barry Fishman, Allan Mandelzys and Roderick Budd.

In addition, Mr. Goldman was appointed as chairman, Mr. Marc was appointed as chief executive officer, Michael Singer was appointed as chief financial officer, Hamish Sutherland was appointed as chief operating officer and Tjalling Erkelens was appointed as chief production officer of the corporation.

Listing of the postconsolidation shares is expected to commence on Aug. 25, 2014, under the symbol BED.

We seek Safe Harbor.

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