VANCOUVER, BRITISH COLUMBIA–(Marketwired – Nov. 23, 2016) – ICC International Cannabis Corporation (formerly, Shogun Capital Corp.) (NEX:SHO.H) (the “Company“) is pleased to announce that it has completed its previously announced qualifying transaction (the “Qualifying Transaction“) consisting of the acquisition of all of the issued and outstanding common shares (the “ICC Common Shares“) in the capital of International Cannabis Corp (“ICC“) by way of a “three-cornered merger” pursuant to the provisions of the BVI Business Companies Act, 2004 (the “Merger“), whereby a wholly-owned subsidiary of the Company amalgamated with ICC and each ICC shareholder received 1 common share in the capital of the Company (a “Common Share“) for every 1.25 ICC Common Shares held by them. Final acceptance of the Qualifying Transaction will occur upon the issuance of a Final Exchange Bulletin (the “Exchange Bulletin“) by the TSX Venture Exchange (the “TSXV“). Subject to final approval of the TSXV, the Common Shares are expected to commence trading on the TSXV at the opening of the markets on November 29, 2016 under the symbol “ICC”.
The Company is a licensed producer of recreational cannabis, cannabinoid extracts and by-products for medicinal use and industrial hemp in Uruguay. The principal activities of the Company are the production and sale of cannabis from its facilities in Uruguay as regulated by Uruguayan Institute for the Regulation and Control of Cannabis.
Immediately prior to the closing of the Qualifying Transaction, the Company filed articles of amendment to: (i) change its name to “ICC International Cannabis Corporation”; and (ii) adopt an advance notice provision, as more fully described in the Company’s management information circular dated August 31, 2016. In conjunction with the closing of the Qualifying Transaction, the Company’s auditors will be MNP LLP, Chartered Professional Accountants.
Prior to the closing of the Qualifying Transaction, ICC completed a private placement (the “Private Placement“) of 32,500,000 subscription receipts of ICC (“Subscription Receipts“) at a price of C$0.40 per Subscription Receipt for gross proceeds of C$13 million. At the closing of the Qualifying Transaction, the holders of the Subscription Receipts received 26,000,000 Common Shares, being 0.8 Common Shares for each one Subscription Receipt. In connection with the Private Placement, GMP Securities L.P., as lead agent and sole bookrunner, and Mackie Research Capital Corporation (collectively, the “Agents“) received a cash commission of C$910,000 and broker warrants to purchase 1,820,000 Common Shares exercisable at a price of C$0.50 per Common Share for a period of 24 months from the date that the Common Shares are listed on the TSXV.
Following completion of the Qualifying Transaction, the Company has 112,200,010 Common Shares issued and outstanding. Assuming the conversion of all outstanding options and warrants, 121,373,010 Common Shares would be outstanding on a fully diluted basis.
Escrowed Securities
Pursuant to the terms of a value security escrow agreement dated November 23, 2016 among the Company, TSX Trust Company (as escrow agent) and escrowed shareholders of the Company, an aggregate of 40,000,000 Common Shares have been placed in escrow, whereby 10% of such securities will be released upon the issuance of the TSXV Bulletin and the balance of such securities will be released in equal tranches of 15% every six months thereafter.
Certain non-principal former shareholders of ICC who, upon closing of the Qualifying Transaction, now hold an aggregate of 40,000,000 Common Shares, are subject to a hold period whereby 10% of such securities will be released upon the issuance of the TSXV Bulletin and the balance of such securities will be released in equal tranches of 15% every six months thereafter.
Directors and Officers
As a result of the closing of the Qualifying Transaction, the directors and officers of the Company are now:
| Guillermo Delmonte | Chief Executive Officer and Director | |
| Oscar Leon | Chief Financial Officer | |
| Ravi Sood | Director | |
| Michael Galego | Director | |
| Joel Strickland | Director | |
| Richard Kimel | Corporate Secretary |
Further details on the Qualifying Transaction are set out in the Company’s filing statement dated November 21, 2016 available under the Company’s profile at www.sedar.com.
ABOUT ICC INTERNATIONAL CANNABIS CORPORATION
The Company has operations in Uruguay, and is focused on the licensed production, development and sale of recreational cannabis, cannabinoid extracts and by-products for medicinal uses and industrial hemp. For more information, please see intcannabiscorp.com.
The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this news release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may constitute forward-looking information. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company’s filings with the Canadian securities regulators, which filings are available at www.sedar.com.
Guillermo Delmonte
Chief Executive Officer and Director
598-2900-0000
gdelmonte@intcannabiscorp.com