{"id":6554,"date":"2024-09-29T00:51:00","date_gmt":"2024-09-28T17:51:00","guid":{"rendered":"https:\/\/www.globenewswire.com\/news-release\/2024\/09\/28\/2954770\/0\/en\/Digicann-Ventures-Signs-Definitive-Agreement-for-Proposed-RTO-Transaction-with-3Win-Corp.html2954770"},"modified":"2024-09-29T01:42:31","modified_gmt":"2024-09-28T18:42:31","slug":"digicann-ventures-signs-definitive-agreement-for-proposed-rto-transaction-with-3win-corp","status":"publish","type":"post","link":"https:\/\/cryptoinsider.asia\/vi\/digicann-ventures-signs-definitive-agreement-for-proposed-rto-transaction-with-3win-corp\/","title":{"rendered":"Digicann Ventures Signs Definitive Agreement for Proposed RTO Transaction with 3Win Corp."},"content":{"rendered":"\n

\/ Not for distribution to U.S. news wire services or for dissemination in the United States \/<\/em><\/strong><\/p>\n

VANCOUVER, British Columbia, Sept. 28, 2024 (GLOBE NEWSWIRE) — Digicann Ventures Ltd. (\u201cDigicann\u201d or the \u201cCompany\u201d) (CSE: DCNN) (OTCPK: AGFAF), <\/strong>a company focused on opportunities within and outside of the cannabis industry, announces that, further to its news release dated August 2, 2024, it has signed a definitive Business Combination Agreement (the “Agreement<\/strong>“) dated September 28, 2024 with 3Win Corp. (\u201c3Win<\/strong>\u201d) in respect of a transaction that would result in the reverse take-over (the \u201cRTO<\/strong>\u201d) of Digicann by 3Win (the “Proposed Transaction<\/strong>“) to ultimately form the resulting issuer (the “Resulting Issuer<\/strong>“). If completed, it is expected that the Proposed Transaction will constitute a “fundamental change” pursuant to the policies of the Canadian Securities Exchange (the “Exchange<\/strong>“) and is expected to require the approval of Digicann shareholders. It will also be a non-arm\u2019s length transaction and therefore subject to the necessary regulatory approvals, including final acceptance from the Exchange. All currency references herein are in Canadian currency unless otherwise specified.<\/p>\n

The Business Combination<\/strong><\/p>\n

The Proposed Transaction is planned to be completed by way of a three-cornered merger pursuant to which, a wholly owned subsidiary of the Company incorporated in Nevada will merge with 3Win and 3Win will become a wholly owned subsidiary of Digicann under the laws of the State of Nevada. No finder\u2019s fee of any kind shall be paid as a direct result of, or in association with, the Proposed Transaction. Following completion of the Proposed Transaction, the Resulting Issuer will carry on the business currently carried on by 3Win. However, should 3Win not complete the Proposed Transaction, then Digicann shall receive a variable cash exit fee, equal to the expenses incurred in connection with the Proposed Transaction by Digicann from August 1, 2024 until the date that the exit fee is triggered, pursuant to the terms of the Agreement.<\/p>\n

Founded in 2015, 3Win is a global wholesale distributor of high-quality, research-backed CCELL\u00ae vape products to the cannabis and hemp industries. In addition, 3Win provides customers with stateside customization services and packaging. 3Win\u2019s wholly owned subsidiary, 3Win Holdings (Canada) Corp. (\u201c3Win Canada<\/strong>\u201d), is one of the world\u2019s first multi-disciplinary controlled substances companies. 3WIN Canada is a licensed cultivator and exporter of bulk cannabis and genetics to various countries around the world. Conscious Compounds Inc., a wholly owned subsidiary, has been granted a Controlled Substance Dealer\u2019s License by Health Canada, which permits it to possess, produce, sell, transport, import, export and deliver psilocybin and psilocin in adherence to a series of Canadian government regulations. 3Win Canada operates through the following subsidiaries: Big League Cultivation Inc., Big League Genetics Inc., Conscious Compounds Inc., My Fungi Inc., Serenus Therapeutics Inc., and Sterilized Substrates Inc.<\/p>\n

Mr. Nicholas Kuzyk, who is currently the Chief Executive Officer, a Director and a shareholder of Digicann, is also currently the Chief Strategy Officer, a Director and a shareholder of 3Win. Therefore, the Proposed Transaction, if completed, will be a related-party transaction pursuant to Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions<\/em> (\u201cMI 61-101<\/strong>\u201d). A fairness opinion is expected to be sought in connection with the Proposed Transaction.<\/p>\n

A sub-committee of Digicann\u2019s board of directors (excluding Mr. Kuzyk) determined that the Agreement, including the transactions and other steps contemplated thereunder, is fair to holders of Digicann securities and is in the best interests of the Company. Accordingly, Digicann\u2019s board of directors approved the Agreement and recommends that holders vote their shares in favour of the Proposed Transaction.<\/p>\n

Shareholder Meetings and Record Date<\/strong><\/p>\n

Digicann and 3Win have each called special shareholder meetings to consider the Proposed Transaction and related matters on November 7, 2024. The Company has set October 8, 2024 as the record date for shareholders entitled to vote at the Company\u2019s shareholder meeting. Accordingly, Digicann intends to mail a management information circular to its shareholders in October of 2024.<\/p>\n

To be effective, the Proposed Transaction will require the following approvals from shareholders of the Company and 3Win: (i) at least two-thirds (66 2\/3%) of the votes cast by shareholders of the Company present in person or represented by proxy and entitled to vote at the Company\u2019s shareholder meeting, (ii) a simple majority (>50%) of the votes cast by shareholders of the Company present in person or represented by proxy and entitled to vote at the Company\u2019s shareholder meeting excluding Digicann Shares (as defined below) held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101, and [(iii) at least two-thirds (66 2\/3%) of the votes cast by shareholders of 3Win present in person or represented by proxy and entitled to vote at 3Win\u2019s shareholder meeting.<\/p>\n

Summary of the Resulting Issuer\u2019s Proposed Directors & Officers<\/strong><\/p>\n

In conjunction with and upon closing of the Proposed Transaction, the board of directors of the Resulting Issuer is expected to consist of the following directors, listed in alphabetical order:<\/p>\n