Toronto, Ontario--(Newsfile Corp. - July 21, 2021) - Canna 8 Investment Trust (TSXV: RCR.P) ("Canna 8" or the "Trust") is pleased to announce that, due to changes announced by the TSX Venture Exchange (the "Exchange") to its Capital Pool Company program and changes to the Exchange's Policy 2.4 - Capital Pool Companies, which became effective as at January 1, 2021 (the "New CPC Policy"), the Trust intends to implement certain amendments to further align its policies with the New CPC Policy. Pursuant to the New CPC Policy, in order for the Trust to align certain of its policies with the New CPC Policy it is required to obtain the approval of disinterested unitholders of the Trust.
The Trust submitted to unitholders for approval, as set out in detail in the Trust's management information circular ("Circular") dated May 20, 2021, among other things, the removal of the consequences associated with the Trust not completing a Qualifying Transaction (as such term is defined in the Exchange policies) within 24 months of its listing date and the authorization of the Trust to make certain amendments to the Trust's escrow agreement (the "CPC Resolutions"). The annual and special meeting of unitholders was held on June 25, 2021 (the "Meeting") and all matters submitted to unitholders were approved.
At the Meeting, in addition to the approval of the CPC Resolutions, RSM Canada LLP was reappointed as the auditor of the Trust, the Trust's stock option plan was approved and the incumbent members of the board of trustees, being Dean Parmar, Nebojsa Dobrijevic, Sundeep Cheema, Shant Poladian and Gopikannan Pillai, were re-elected.
Disinterested unitholders of the Trust approved the amendment of the Trust's escrow release agreement. Pursuant to these amendments, the Trust's escrowed securities will now be subject to only an 18-month escrow release schedule, whereby 25% of the escrowed securities will be released from escrow on the date the Exchange issues a final bulletin for the Trust's Qualifying Transaction and 25% of the escrowed securities will be released from escrow on each of the 6, 12 and 18 months following such date.
Other Changes:
Under the New CPC Policy, the Trust is permitted to implement certain other changes without obtaining shareholder approval. As a result, the Trust wishes to have the option and may take advantage of certain or all of the changes under the New CPC Policy that do not require shareholder approval, which came into effective on January 1, 2021, including, but not limited to:
removing the restriction that provided that no more than the lesser of 30% of the gross proceeds from the sale of securities issued by the Trust and $210,000 may be used for purposes other than identifying and evaluating assets or businesses and obtaining shareholder approval for a proposed Qualifying Transaction, and implementing the restrictions on the permitted use of proceeds and prohibited payments under the New CPC Policy, under which reasonable general and administrative expenses not exceeding $3,000 per month are permitted;
removing the restriction on the Trust issuing new agent's options in connection with a private placement; and
removing the restriction such that now one person has the ability to act as the chief executive officer, chief financial officer and corporate secretary of the Trust at the same time.
Update on Previously Announced Qualifying Transaction:
By way of news release dated April 17, 2020, the Trust announced that Canna 8 and Real Industrial Investment Trust ("Real Industrial") had entered into a letter of intent (the "LOI") with the intent of constituting Canna 8's Qualifying Transaction. In a subsequent news release dated September 18, 2020, the Trust provided an update on its agreement to amend certain terms and conditions of the LOI.
Given the COVID-19 pandemic and the prevailing uncertainties in real estate market, Real Industrial was unable to fulfill its obligations under the LOI, which eventually expired, and the Trustees have determined not to grant any extension. The Trustees of Canna 8 are reviewing other potential Qualifying Transaction opportunities and will issue a press release if and when a new LOI is entered into. It is intended that the units of Canna 8 will resume trading on the Exchange.
About the Trust:
Canna 8 is a capital pool company pursuant to the policies of the Exchange. Except as specifically contemplated in such policies, until the completion of its Qualifying Transaction, the Trust will not carry-on business, other than the identification and evaluation of companies, businesses or assets with a view to completing a proposed Qualifying Transaction. Investors are cautioned that trading in the securities of a capital pool company is considered highly speculative. For further information please see all relevant documents, filed on SEDAR at www.sedar.com.
For further information concerning Canna 8 Investment Trust, please contact:
Dean Parmar, CEO and Trustee of Canna 8 Investment Trust
dean@simplexinvestment.com or 780-499-7833
Notice on forward-looking statements:
This press release includes forward-looking statements regarding Canna 8 which may include, but is not limited to, statements with respect to the completion of a Qualifying Transaction, the approval of the Exchange of implementation of certain matters under the New CPC Policy, the resumption of trading of the units of the Trust on the Exchange, the ability to obtain regulatory and unitholder approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of management, and are based on assumptions and subject to risks and uncertainties (including the risk factors listed below). Although the management of the Trust believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the real estate industry, failure to obtain regulatory or unitholder approvals, market conditions, economic factors, the equity markets generally and risks associated with growth and competition. Although Canna 8 has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable securities laws, Canna 8 undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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