I am assuming this is what you are basing 45% ownership on PRO...

I am assuming this is what you are basing 45% ownership on

PRO FORMA FULLY DILUTED SHARE CAPITAL The following table sets out the fully diluted share capital of the Resulting Issuer after giving effect to the Transaction.

Number and Percentage of Resulting Issuer Securities Resulting Issuer Common Shares ........... 88,953,992 (75.6%)

Reserved for issuance pursuant to Warrants issued in Private Placement 16,667,000 (14.2%)
  
Reserved for issuance pursuant to the Agents' Options ........... 3,000,060 (2.6%)(1)

Reserved for issuance pursuant to stock options of the Resulting Issuer after completion of the Transaction(2) . 8,895,399 (7.6%)

Total number of diluted securities ..................... 117,516,451 (100%)

It looks to me if you read the notes the only options they have to issue are the 3mil for the agents. The other 8.9 mil is the maximum amount of options they are allowed to issue not what they have already issued. So maybe knock the 8.9million shares or 7.6% off the total you are suggesting until it actually gets announced.

"(1) Represents 3,00,060 Resulting Issuer Common Shares issuable pursuant to 2,000,040 Agents' Options. "

"(2)The stock option plan of the Resulting Issuer will allow the Resulting Issuer to grant stock options up to an amount not exceeding 10% of the issued and outstanding Resulting Issuer Common Shares, at Closing, which is estimated to be 88,953,992. See also "Options to Purchase Securities" in this Part III for information with respect to the proposed stock option plan of the Resulting Issuer."

The warrants which are not shares until excised are a higher percentage then the options and can be very different depending on a number of factors: Exercise price, Conversion ratio, Warrant price, whether they are call or put, Barriers and whether they are capped.

The only info i saw in the listing document is "each unit includes one common share and one half warrant exercisable at $1.00 for 36 months". Not sure about whether this means one whole warrant would have an excise price of $1 or $2. They could continue to be traded solely as warrants which means they wont be converted for the full 36 months and dont dilute the shares on market.

So even at the worst case scenario (for mmj holders) those 16.7 million warrants would raise $16.7 million in cash for 16.7mil shares in HVST and the SP would have to be over $1, even higher considering the warrants themselves can be traded, to be worthwhile excising. Which with the money potentially raised from options they haven't even issued yet should negate peoples fears about a credit raise.

60% MMJ ownership of HVST listing isn't technically wrong it just wont stay that way unless MMJ buys more shares as more become available. I would be surprised if they let it go below 51% and there is much more then 100 million outstanding shares in HVST  in 12 months.

Dont forget that the MMJ directors (Gedeon-CEO and managing director, peter wall,  and Jason Bednar) are also running HVST and their ownership is through MMJ so for them to make money MMJ has to do well.