MMJ PhytoTech Limited announced that Cannabis Wheaton Income Corp has entered into a definitive acquisition agreement (“Acquisition Agreement” or the “Acquisition”) to acquire all of the outstanding securities of Dosecann Inc (“Dosecann”) for an aggregate amount up to CAD$38 million, payable in Cannabis Wheaton common shares (“Consideration Shares”). A copy of the announcement made by Cannabis Wheaton is attached.
MMJ holds a CAD$2.5 million convertible note in Dosecann (“Convertible Note”). This investment was made by MMJ as part of a CAD$7.5 million capital raising by Dosecann in January 2018 at a pre-money valuation of CAD$11.5 million, valuing Dosecann at the time at CAD$19 million. The Convertible Note gives MMJ the ability to acquire 2.5 million Dosecann common shares (that is, at CAD$1.00 per common share, before accounting for accrued interest).
MMJ also holds warrants in Dosecann that give MMJ the ability to acquire a further 1.25 million Dosecann common shares at CAD$1.20 per common share. MMJ is considering whether to exercise these in-the-money warrants or exchange them for similar instruments in Cannabis Wheaton.
As part of the Acquisition, MMJ’s convertible note, plus accrued interest, will either be converted into Dosecann common shares and exchanged for Consideration Shares on the closing of the Acquisition or will otherwise be exchanged for convertible securities of Cannabis Wheaton based on the exchange ratio used in the Acquisition.
The Acquisition is subject to a number of conditions and is expected to close on or about 30 April 2018.
Jason Conroy, CEO of MMJ, said “We are delighted to have more than doubled our money on the investment in Dosecann in such a short space of time. It also shows that Canada remains a jurisdiction where corporate activity in the cannabis space can deliver significant returns on investment for MMJ’s shareholders.”
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