/THIS PRESS RELEASE IS NOT FOR PUBLICATION OR
DISSEMINATION IN THE UNITED
STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAW./
VANCOUVER and DENVER, Feb. 26,
2019 /CNW/ - Cannabis One Holdings Inc. (formerly
Metropolitan Energy Corp.) (TSXV: MOE.H) ("Cannabis
One") is pleased to announce that it has successfully completed
the business combination with Bertram Capital Finance, Inc.
("Bertram") first announced on October 17, 2018 (the "Business
Combination").
In connection with the closing of the Business Combination,
Cannabis One has de-listed its common shares from the NEX Board of
the TSX Venture Exchange effective at the close of business on
February 26, 2019, which securities
shall remain halted from trading until de-listing has occurred, and
anticipates commencement of trading under the ticker "CBIS" today
on the Canadian Securities Exchange ("CSE") during normal
market hours of its Class A subordinate voting shares
("Subordinate Voting Shares").
Pursuant to the Business Combination, Cannabis One indirectly
acquired, through its wholly-owned subsidiary incorporated in the
State of Colorado, all of the
issued and outstanding securities of Bertram in exchange for newly
created Subordinate Voting Shares or Class B super voting shares
("Super Voting Shares"), as applicable, in the capital of
Cannabis One. Bertram is now a wholly-owned subsidiary of Cannabis
One.
The closing of the Business Combination is expected to provide
Cannabis One with greater access to capital markets so as to be in
a better position to obtain the financing required to undertake the
business objectives of Bertram, improve liquidity for the
shareholders of Cannabis One as a result of the combined market
capitalization of both Bertram and Cannabis One and to procure the
assistance of a management team who has experience in the cannabis
industry and significant relationships with key sector investors
and analysts.
Further details of the Business Combination are included in the
CSE Form 2A Listing Statement filed by Cannabis One on SEDAR at
www.sedar.com. Further information about the business and
operations of Cannabis One are available at the following website:
www.cannabisone.life.
Further to the press release of Cannabis One dated February 22, 2019, the board of directors of
Cannabis One has determined to distribute the securities issuable
to former holders of common shares in the capital of Cannabis One
("Common Shares") by way of a "push-out". The holders of
Common Shares of record at the close of business on February 22, 2019 shall receive from Cannabis
One's transfer agent either: (i) one Subordinate Voting Share for
each one Common Share held; or (ii) one Super Voting Share for each
ten Common Shares held, based on their residency.
Following closing of the Business Combination, Cannabis One
granted 4,900,000 incentive stock options, exercisable at
CAD$0.60 per stock option (the
"Exercise Price"), to board members and employees of
Cannabis One. Each stock option, upon payment of the Exercise
Price, shall be exercisable to receive one Subordinate Voting
Share. All stock options are exercisable for a period of 5 years,
subject to any earlier termination in accordance with their terms,
and vest as to ⅓ on the date of issuance, ⅓ on the first
anniversary of the date of issuance and ⅓ on the second anniversary
of the date of issuance.
Forward-Looking Information & Statements
Certain statements contained in this press release constitute
forward-looking information. These statements relate to future
events or future performance. The use of any of the words
"anticipate", "could", "intend", "expect", "believe", "will",
"projected", "estimated" and similar expressions and statements
relating to matters that are not historical facts are intended to
identify forward-looking information and are based on the parties'
current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ materially.
The forward-looking information contained in this release is
made as of the date hereof and the parties are not obligated to
update or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as
required by applicable securities laws. Because of the risks,
uncertainties and assumptions contained herein, investors should
not place undue reliance on forward looking information. The
foregoing statements expressly qualify any forward-looking
information contained herein.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any State securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable State securities laws or an exemption from such
registration is available. Not for distribution to U.S. Newswire
Services or for dissemination in the
United States. Any failure to comply with this restriction
may constitute a violation of U.S. securities laws.
Unlike in Canada which has
Federal legislation uniformly governing the cultivation,
distribution, sale and possession of medical cannabis under the
Cannabis Act (Federal), readers are cautioned that in the U.S.,
cannabis is largely regulated at the State level. To the knowledge
of Cannabis One, there are to date a total of 33 states, plus the
District of Columbia, that have
legalized cannabis in some form. Notwithstanding the permissive
regulatory environment of medical cannabis at the State level,
cannabis continues to be categorized as a controlled substance
under the Controlled Substances Act in the U.S. and as such,
cannabis-related practices or activities, including without
limitation, the manufacture, importation, possession, use or
distribution of cannabis are illegal under U.S. Federal law. Strict
compliance with State laws with respect to cannabis will neither
absolve Cannabis One of liability under the U.S. Federal law, nor
will it provide a defense to any Federal proceeding, which may be
brought against Cannabis One. Any such proceedings brought against
Cannabis One may adversely affect its operations and financial
performance.
SOURCE Cannabis One Holdings Inc.