Digicann Ventures and 3Win Corp Set for Major RTO Transition
Digicann Ventures Prepares for Game-Changing RTO with 3Win Corp
Digicann Ventures Ltd. continues to make waves in the cannabis sector with its recent announcement about a definitive agreement for a proposed reverse take-over (RTO) transaction with 3Win Corp. This strategic move is aimed at uniting two innovative companies to enhance their capabilities within and outside the cannabis industry.
Understanding the Proposed Transaction
The business combination agreement between Digicann, identified by its ticker symbols CNSX: DCNN and OTC Markets: AGFAF, represents a milestone for both companies. The transaction will be conducted through a three-cornered merger. In this setup, a wholly owned subsidiary of Digicann will merge with 3Win. Consequently, 3Win will operate as a fully owned subsidiary under Nevada law.
Insights into the Business Combination
The plan is that the newly formed entity resulting from the merger will maintain business continuity from 3Win. However, if for any reason, 3Win fails to complete this transaction, Digicann is set to receive an exit fee. This fee will be equivalent to the costs incurred from the start of August 2024 up until a cash exit situation arises.
Meet 3Win Corp.
Founded in 2015, 3Win Corp. stands tall as a global wholesale distributor offering top-tier, research-backed CCELL® vape products specifically tailored for the cannabis and hemp markets. As part of its unique offerings, 3Win also provides clients with customization services and packaging support.
3Win's Unique Positioning in the Market
The company's wholly owned subsidiary, 3Win Holdings (Canada) Corp., has pioneered a multi-disciplinary approach to controlled substances, making it one of the most significant players in the industry. Notably, Conscious Compounds Inc., another subsidiary, holds a Controlled Substance Dealer’s License from Health Canada to handle the complex regulations surrounding psilocybin and psilocin. This adds a layer of credibility and capability to the new entity formed post-merger.
Board of Directors and Leadership Structure
The board of directors for the resulting issuer is expected to include notable names: Mr. Frederic J. Buonincontri, Mr. Rodney Hu as Independent Chairperson, Mr. Nicholas Kuzyk, Ms. Julie Kiley, and Mr. Christopher J. Sinacori. Their combined experience spans various facets of the cannabis and business sectors, ensuring competent oversight and strategic direction.
Overview of Leadership Roles
Post-merger, Mr. Nicholas Kuzyk is slated to serve as the Chief Executive Officer, leading the company into its future with a vision focused on expanding its market penetration and product diversity. Mr. Kevin Cornish is expected to take the helm as Chief Financial Officer.
Future Changes and Consolidation Details
The Proposed Transaction is anticipating a name change for 3Win to “Serewin Corp.”, subject to receiving necessary regulatory approvals. This branding evolution indicates a fresh start under new management that aims to redefine its market approach.
Understanding Share Consolidation
Before closing the deal, Digicann plans to execute a consolidation of its shares, translating to a one-for-ninety-eight exchange ratio. This step is aimed at streamlining its equity structure effectively. The adjustments will ensure that shareholders feel reassured about their stake in the resulting issuer.
Regulatory Approvals and Shareholder Engagement
Both companies have proactively scheduled special shareholder meetings to discuss the Proposed Transaction on a set date. For the agreement to move forward, several approvals are vital. The shareholder votes must meet specific thresholds to ensure that all parties are on board for this major step.
As the excitement around this proposed transaction grows, so does the anticipation among stakeholders. The strategic move to combine forces with 3Win highlights Digicann's commitment to expanding its horizons and maintaining a competitive edge in the evolving cannabis industry.
Frequently Asked Questions
What is the primary goal of the RTO transaction?
The RTO transaction aims to merge Digicann Ventures with 3Win Corp, enhancing their operational and market capabilities.
Why is the change in company name significant?
The anticipated name change to “Serewin Corp.” reflects a new identity and direction for the combined entity.
What regulatory approvals are needed for the transaction to proceed?
Approval from shareholders of both Digicann and 3Win, as well as necessary regulatory bodies, is required.
What happens if 3Win does not complete the transaction?
If 3Win fails to complete the deal, Digicann stands to receive a variable cash exit fee based on incurred expenses.
How will the leadership structure change after the merger?
The resulting issuer will have a board comprising directors from both companies, bringing a wealth of experience to guide future strategies.
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