Cann-Is Capital Corp. Announces Qualifying Transaction with Leading European CBD/Hemp Company
TORONTO, Oct. 07, 2019 (GLOBE NEWSWIRE) — Cann-Is Capital Corp. (the “Corporation”) (TSX-V: NIS.P) is pleased to announce that it has entered into a binding engagement agreement dated October 4, 2019 with CWE European Holdings Ltd., a company incorporated under the laws of Canada (“CWE”), pursuant to which the Corporation will acquire all of the issued and outstanding shares in the capital of CWE (the “Proposed Transaction”). The Transaction is not a non-arm’s length “Qualifying Transaction” for the Corporation, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the “Exchange”).
When completed, the Proposed Transaction will constitute the Corporation’s qualifying transaction pursuant to the policies of the Exchange and is subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions. A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange.ABOUT CWECWE European Holdings Inc. (“CWE”), is a Canadian holding company with wholly-owned subsidiaries that operate a seed to sale CBD HEMP business in German speaking countries in Europe in compliance with applicable laws.CWE is seeking to become one of the largest CBD HEMP retail and online retailers, building a controlled access to Central European customers by opening retail locations in Germany and Luxembourg. Currently CWE owns and operates six stores in Germany through DCI GmbH, a wholly-owned German subsidiary, and one store in Luxembourg through CBD Wellness Europe S.a.r.l., a wholly-owned Luxembourg subsidiary.The stores are operated under the brand name “HANF” in Germany and Luxembourg.CWE is selling an organic, health conscious lifestyle based on Hemp products, some containing CBD.CWE has developed a private label Hemp derived CBD brand which makes up 70% of offline sales.CWE sales for the year ended December 31, 2018 were CAD$1.155M with a Net profit of CAD$203K (Audited). Sales for the 8 months ended August 31, 2019 were CAD$1.7M with a net profit of CAD$273 (Unaudited). ADDITIONAL TERMSA comprehensive news release with further particulars relating to the Proposed Transaction, financial particulars, transaction structure, descriptions of the proposed management and directors of the resulting issuer, terms of any concurrent financing and sponsorship, if applicable will follow in accordance with the policies of the Exchange.Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular, filing statement or prospectus in lieu thereof to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.FORWARD-LOOKING STATEMENTSThis press release contains certain forward-looking statements, including statements about the Corporation’s future plans and intentions and completion of the Proposed Transaction. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof.Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.About Cann-Is Capital Corp.The Corporation is a Capital Pool Company (“CPC”). It has not commenced commercial operations and has no assets other than a minimum amount of cash. Except as specifically contemplated in the CPC Policy, as defined in the final prospectus, until Completion of the Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a proposed Qualifying Transaction.For More InformationFor more information please contact:
Jonathan Graff, Chief Executive Officer
Telephone: (416) 862-3558