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File: CANADIAN IMPERIAL News Releaseannouncing business combination agreement....docx
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CANADIAN IMPERIAL VENTURE CORP.
Canadian Imperial Announces Proposed Business Combination Transaction with Cannus Partners Inc., doing business as Ikani
Vancouver, British Columbia - April 3, 2019 - Canadian Imperial Venture Corp. (TSXV:CQV.H) (the "Company") is pleased to
---> announce that it has entered into a business combination agreement dated effective April 2, 2019 (the "Agreement") with
---> Cannus Partners Inc. ("Cannus") and a wholly-owned subsidiary of the Company, 11326937 Canada Inc. ("Newco"), formed fo
--->r the purpose of completing the amalgamation. Cannus is an arm's length company incorporated under the Canada Business C
--->orporations Act and is a vertically integrated cannabis cultivator, producer, distributor and dispensary operator that i
--->s building out its "seed to sale" business.
Pursuant to the Agreement, the Company has agreed to acquire all of the issued and outstanding securities of Cannus and
--->the business of Cannus by way of a three-cornered amalgamation (the "Transaction") between the Company, Cannus and Newco
---> pursuant to the provisions of the Canada Business Corporations Act. The Transaction will result in a reverse takeover o
--->f the Company by the security holders of Cannus.
Prior to the completion of the Transaction, the Company will designate its common shares as subordinate voting shares (t
--->he "Resulting Issuer SV Shares") and create a new class of Series A compressed multiple voting shares (the "Resulting Is
--->suer Series A Shares", together with the Resulting Issuer SV Shares, the "Resulting Issuer Shares"). Each Resulting Seri
--->es A Share will have the economic and voting rights of 100 Resulting Issuer SV Shares, and shall be convertible into Res
--->ulting Issuer SV Shares on the terms and conditions to be determined by Cannus. The Company will consolidate its existin
--->g shares on a ratio to be mutually agreed upon by the Company and Cannus such that immediately prior to the closing of t
--->he Transaction, there will be an aggregate of 9,500,000 common shares of the Company issued and outstanding on a post-co
--->nsolidation basis, which will be redesignated into Resulting Issuer SV Shares such that shareholders of the Company will
---> own 9,500,000 Resulting Issuer SV Shares.
Pursuant to the terms of the Agreement, it is anticipated that Newco and Cannus will amalgamate to form a single subsidi
--->ary of the Company and that in consideration for the cancellation of all outstanding securities of Cannus, the security
--->holders of Cannus will receive:
one Resulting Issuer SV Share for each common share of Cannus (each, a "Cannus Common Share");
one Resulting Series A Share for each Series A compressed share of Cannus (each, a "Cannus Series A Share");
one option to purchase Resulting Issuer SV Shares for each option to purchase Cannus Common Shares (each, a "Cannus Comm
--->on Option") on the same terms and conditions as each Cannus Common Option;
one option to purchase Resulting Series A Shares for each option to purchase Cannus Series A Shares (each, a "Cannus Ser
--->ies A Option") on the same terms and conditions as each Cannus Series A Option;
one purchase warrant for Resulting Issuer SV Shares for each purchase warrant for Cannus Common Shares (each, a "Cannus
--->Common Warrant") on the same terms and conditions as each Cannus Common Warrant;
one purchase warrant for Resulting Series A Shares for each purchase warrant for Cannus Series A Shares (each, a "Cannus
---> Series A Warrant") on the same terms and conditions as each Cannus Series A Warrant; and
one purchase warrant for Resulting Issuer SV Shares for each broker right to purchase Cannus Common Shares (each, a "Can
--->nus Broker Right") on the same terms and conditions as each Cannus Broker Right.
In connection with the completion of the Transaction, the Company intends to change its name to "Ikanic Farms" or such o
--->ther name as may be agreed by the parties.
Completion of the Transaction is subject to a number of conditions, including Cannus having completed a financing for ag
--->gregate gross proceeds of no less than US$10,000,000, or such aggregate number as determined by Cannus, receipt of all n
--->ecessary shareholder and regulatory approvals, the execution of related transaction documents, approval of the TSX Ventu
--->re Exchange (the "TSXV") for the delisting of the common shares of the Company from the TSXV, and conditional approval o
--->f the Canadian Securities Exchange (the "CSE") for the listing of the Resulting Issuer SV Shares following completion of
---> the Transaction.
Certain securities issued in connection with the Transaction may be subject to the escrow requirements of the CSE, mutua
--->lly agreed upon escrow conditions, and hold periods as required by the CSE and applicable securities laws.
Cannus Partners Inc., doing business as Ikanic Farms, is a cannabis cultivator, processor, distributor and dispensary op
--->erator that is building out its "seed to sale" business across California and Massachusetts.
As a vertically integrated company, Cannus owns, operates and holds licenses in California for a cultivation business an
--->d for Blunt Brothers Inc, an established distribution brand in Southern California which has a contract with Harvest Coa
--->stal LLC, subsidiary of Halo Labs, to sell biomass and acquire distillate and will also be selling a well-rounded assort
--->ment of branded cannabis products including flower, concentrates, edibles and topicals to retail cannabis dispensaries l
--->ater this spring.
Cannus also holds leases and license applications to open and operate a chain of retail cannabis dispensaries known as I
Directors and Officers
Upon completion of the Transaction, it is expected that the current directors and officers of the Company will resign. I
--->n their place, there will be appointed or elected nominees to be determined by Cannus as directors, and such persons to
--->be determined by Cannus as officers.
Trading in the Company's Shares
In connection with the Transaction, the Company will be seeking shareholder approval to de-list from the TSXV. Trading i
--->n the common shares of the Company has been halted in compliance with the policies of the TSXV, will remain halted until
---> all necessary filings have been accepted by applicable regulatory authorities, and delisting from the TSXV and listing
--->of the Resulting Issuer SV Shares on the CSE has been completed.
Further details of the Transaction will be included in subsequent news releases and disclosure documents (which will inc
--->lude business and financial information in respect of Cannus) to be filed by the Company in connection with the Transact
--->ion. There is no assurance the Transaction will be completed as planned or at all.
All of the information included in this news release with respect to Cannus has been provided by management of Cannus an
--->d has not been independently verified by the Company at this time.
ON BEHALF OF THE BOARD OF CANADIAN IMPERIAL VENTURE CORP.
"Jacqueline M. Tucker"
Jacqueline M. Tucker Chief Executive Officer Phone: (403) 999-1393
As noted above, completion of the Transaction is subject to a number of conditions, including but not limited to, the re
--->quisite shareholder approvals, the acceptance by the TSXV of the voluntary delisting of the common shares of the Company
--->, and the acceptance by the CSE of the listing of the Resulting Issuer SV Shares. There can be no assurance that the Tra
--->nsaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or listing statement to be prep
--->ared in connection with the Transaction, any information released or received with respect to the Transaction may not be
---> accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highl
The TSXV has in no way passed on the merits of the proposed Transaction and has neither approved nor disapproved the con
--->tents of this press release.
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regardin
--->g the Transaction. Forward-looking statements consist of statements that are not purely historical, including any statem
--->ents regarding beliefs, plans, expectations or intentions regarding the future. Forward looking statements in this news
---> release include statements relating to the Transaction; the terms of the Transaction; the listing of the resulting issu
--->er on the CSE; the business of the resulting issuer following completion of the Transaction; the corporate name of the r
--->esulting issuer following completion of the Transaction; that Blunt Brothers Inc will be selling a well-rounded assortme
--->nt of branded cannabis products including flower, concentrates, edibles and topicals to retail cannabis dispensaries lat
--->er this spring; and the ability to obtain the necessary approvals in respect of the Transaction. Such statements are sub
--->ject to risks and uncertainties that may cause actual results, performance or developments to differ materially from tho
--->se contained in the statements, including the risk that the TSXV may not approve the Transaction or that the Transaction
---> may not be completed for any other reason. No assurance can be given that any of the events anticipated by the forward-
--->looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are urged t
--->o consider these factors carefully in evaluating the forward-looking statements contained in this news release and are c
--->autioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these
--->cautionary statements. These forward-looking statements are made as of the date hereof and the Company disclaims any int
--->ent or obligation to update publicly any forward-looking statements, whether as a result of new information, future even
--->ts or results or otherwise, except as required by applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX V
--->enture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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