TORONTO, June 08, 2018 (GLOBE NEWSWIRE) -- Pierre Caland of Ruttimattstrasse 16, Gstaad, Switzerland, 3780 (the “ Acquiror ”), announces that the Acquiror acquired ownership, control or direction of 8,060,000 common shares (the “ Shares ”) and 7,454,545 common share purchase warrants (the “ Warrants ”) of 48North Cannabis Corp. (formerly Kramer Capital Corp, and herein referred to as the “ Company ”) pursuant to an amalgamation between the Company, 2622752 Ontario Inc. and the company then-named 48North Cannabis Corp. (the “ Target ”) which closed on June 5, 2018 (the “ Amalgamation ”). The Acquiror acquired the Shares and Warrants of the Company in exchange for 8,060,000 common shares and 7,454,545 common share purchase warrants of the Target.
Prior to the Amalgamation, the Acquiror had no ownership, control or direction of any issued and outstanding common shares of the Company. Immediately following the completion of the Amalgamation, the Acquiror had ownership, control or direction of an aggregate of 8,060,000 Shares, representing approximately 10.36% of the issued and outstanding Shares on a non-diluted basis, and control of 7,454,545 Warrants exercisable for 7,454,545 Shares.
Assuming the exercise of the Warrants, Mr. Caland would beneficially own and control an aggregate of 15,514,545 Shares, representing approximately 18.19% of the issued and outstanding Shares on a partially-diluted basis.
The Shares and Warrants are held by Mr. Caland indirectly through Wallington Investment Holdings Ltd. (“ Wallington ”). Mr. Caland is the ultimate sole beneficial shareholder of, and exercises complete voting control over Wallington.
As a result of the Amalgamation, the number of common shares the Acquiror has ownership, control or direction over increased to greater than 10% of the Company’s issued and outstanding common shares. In satisfaction of the requirements of the National Instrument 62-104 – Take-Over Bids And Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an Early Warning Report respecting the acquisition of common shares by the Acquiror and the certain entities over which he has direction and control over will be filed under the Company’s SEDAR Profile at www.sedar.com .
For more information, contact:
Peterson McVicar LLP Dennis H. Peterson (416) 777-6772 390 Bay Street, Suite 806 Toronto, Ontario M5H 2Y2
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
