________________________________________
HARVEST ONE CANNABIS INC. ("HVST")[formerly HARVEST ONE CAPITAL INC. ("WON.H")]BULLETIN TYPE: Resume Trading, Qualifying Transaction-Completed/New Symbol, Private Placement-Brokered, Name Change and Consolidation, CPC-Filing Statement, Graduation from NEX to TSX Venture, Symbol ChangeBULLETIN DATE: April 27, 2017TSX Venture Tier 1 Company
1. Resume Trading:
Effective at the opening on Friday, April 28, 2017, the common shares of Harvest One Cannabis Inc. ("Harvest One Cannabis") will commence trading on TSX Venture Exchange, and the common shares of Harvest One Capital Inc. ("Harvest") will be delisted.
2. Qualifying Transaction:
TSX Venture Exchange has accepted for filing Harvest One Cannabis Inc.'s (formerly Harvest One Capital Inc.) (the "Company") Qualifying Transaction ("QT") described in its filing statement dated March 30, 2017 (the "Filing Statement") and its amended filing statement dated April 19, 2017 (the "Amended Filing Statement"). As a result, at the opening on Friday, April 28, 2017, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
The QT consists of the arm's length acquisition of all shares of United Greeneries Holdings Ltd. ("United Greeneries") and Satipharm AG ("Satipharm") for consideration of $33,180,997 payable by way of a combination of $2,000,000 in cash and 41,574,662 shares ("Resulting Issuer Shares") of the Resulting Issuer at $0.75 per Resulting Issuer Share ($31,180,997), pursuant to the share exchange agreement between ASX-listed MMJ PhytoTech Limited ("MMJ"), PhytoTechMedical (UK) Pty Ltd. (a wholly-owned subsidiary of MMJ), United Greeneries, Satipharm, and Harvest dated December 7, 2016, as amended on February 1, 2017 and March 2017. In consideration for the transfer to Harvest and extinguishment of certain intercorporate debts of United Greeneries and Satipharm owed to MMJ, MMJ received 11,758,671 Resulting Issuer Shares at $0.75 ($8,819,003).
For further information on the Qualifying Transaction, please refer to the Company's Filing Statement and Amended Filing Statement available on SEDAR.
The Exchange has been advised that the above transaction has been completed.
In addition, the Exchange has accepted for filing the following:
3. Private Placement-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on January 17, 2017 and January 27, 2017:
Number of Shares:
33,334,000 subscription receipts of Harvest ("Subscription Receipt")
Each subscription receipt has been exchanged automatically, for no additional consideration, into one unit (a "Unit") of Harvest, with each Unit consisting of: (i) one Resulting Issuer common share; and (ii) one half of one purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Resulting Issue Share (a "Warrant Share") for an exercise price of $1.00 per Warrant Share for a period of 36 months from the issuance of such Warrant.
Purchase Price:
$0.75 per Subscription Receipt
Number of Placees:
178 Placees
Insider / Pro Group Participation:
Insider=Y /
Name
ProGroup=P
# of Shares
Aggregate Pro Group Involvement
P
12,732,666
[3 Placees]
Agents:
Mackie Research Capital Corporation (lead agent), Canaccord Genuity Corp., Eight Capital, and GMP Securities L.P.
Agent's Fee:
Cash commission of $1,500,030
Agents' Warrants:
2,000,040 warrants to purchase one Unit at $0.75 per Unit until April 26, 2020
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company issued a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.
4. Name Change and Consolidation
Pursuant to approval by directors on February 21, 2017, the Company has consolidated its capital on a 1.79 old for one (1) new basis. The name of the Company has also been changed to Harvest One Cannabis Inc.
5. CPC-Filing Statement
TSX Venture Exchange has accepted for filing the Company's Amended Filing Statement, for the purpose of filing on SEDAR.
6. Graduation from NEX to TSX Venture, Symbol Change
The Company has met the requirements to be listed as a TSX Venture Tier 1 Company. Therefore, effective on Friday, April 28, 2017, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 1 and the Filing and Service Office will change from NEX to Calgary.
Effective at the opening on Friday, April 28, 2017, the common shares of Harvest One Cannabis Inc. ("HVST") will commence trading on TSX Venture Exchange, and the common shares of Harvest One Capital Inc. ("WON.H") will be delisted. The Company is classified as an "Industrial" or "Life Science" company.
Post - Consolidation
Capitalization:
Unlimited
shares with no par value of which
88,953,992
shares are issued and outstanding
Escrow:
54,333,333
shares are subject to escrow, 53,333,333 of which are subject to a Tier 1 Value Security Escrow Agreement and 1,000,000 of which are subject to a CPC Escrow Agreement
Transfer Agent:
Computershare Trust Company of Canada
Trading Symbol:
HVST
(new)
CUSIP Number:
41755P 10 5
(new)
Company Contact:
Andreas Gedeon, CEO
Company Address:
Suite 704, 595 Howe Street
Vancouver, BC V6C 5Z4
Company Phone Number:
+1 (250) 713-6302
Company Email Address:
[email protected]
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