Maricann Group Inc. (CSE:MARI)(OTCQB:MRCCF)(FRANKFURT:75M), “Maricann” or the “Company”) announced today that it has been advised orally by the underwriters that they are not prepared to proceed with the previously announced bought deal offering of 17,500,000 units of the Company, for gross proceeds of $70,000,000 (the “Offering”). The Company has not received an official notice of termination of the Offering.
The Company also announces the resignations of Raymond Stone and Neil Tabatznik as directors and the appointment of Paul Pathak as interim chairman of the board.
The Company also announced that the Ontario Securities Commission (“OSC”) has advised it that the OSC is conducting a review of the timing and reporting of certain trades in securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised by Messrs. Stone and Tabatznik and Eric Silver or their respective associates and affiliates or by other persons otherwise directly or indirectly related to them, as the case may be, that were effected prior to the announcement of the Offering. Messrs. Stone, Tabatznik and Silver have advised the Company that they are fully cooperating with the OSC in its review.
By letter dated February 8, 2018, Staff of the OSC also advised that Ben Ward is the subject of an investigation into his activities while he was CEO of Canadian Cannabis Corp., a company wholly unrelated to the Company. Prior to this, the Company was unaware of the matter. The Company is unaware of any facts that could reasonably lead it to conclude that this investigation has had, or will have, any impact on the ability of Mr. Ward to properly and effectively carry out his duties as CEO or director of the Company. Staff of the OSC have advised the Company that they are unable to provide it with any further information at this time. Mr. Ward has advised the Company that he is subject to the same restrictions under applicable securities law. The Company is advised by Mr. Ward that he is fully cooperating with the investigation and that he believes that he has acted at all times in a manner that is compliant with applicable securities law.
In connection with these matters, the Maricann board of directors established a special committee of independent directors that has full authority to review these trades and the OSC investigation involving Mr. Ward and any related matters and to make recommendations to the board on appropriate steps to be taken in response. The special committee became aware of the trades involving persons related to Mr. Silver only recently and is only beginning its review of that situation. The special committee retained Osler, Hoskin & Harcourt LLP to act as its independent legal counsel in connection with these matters.
On behalf of the special committee, director Paul Pathak said, “We have heard from many significant shareholders of the Company about their concerns with these matters, and we share them. In these circumstances, we appreciate Messrs. Stone and Tabatznik having resigned. The special committee’s review is ongoing, but we are committed to providing the stakeholders of the Company with a further update on its review shortly.”
As a result of these developments, the Company will not be in a position to file a final prospectus and obtain a receipt therefor for the qualification of the units underlying the 20,125,000 special warrants issued on January 9, 2018 before the deadline of 5:00 p.m. on February 27, 2018. Although the Company plans to file an amended preliminary prospectus and continue to seek qualification of the units underlying the special warrants, each unexercised special warrant will thereafter entitle the holder to receive, upon the exercise thereof, for no additional consideration, 1.05 units (instead of one (1) unit) provided, however, that any fractional entitlement to such units will be rounded down to the nearest whole unit.
About Maricann Group Inc.
Maricann is a vertically integrated producer and distributor of marijuana for medical purposes. The company was founded in 2013 and is based in Burlington, Ontario, Canada and Munich, Germany, with production facilities in Langton, Ontario, Canada where it operates a medicinal cannabis cultivation, extraction, formulation and distribution business under federal licence from the Government of Canada, and Dresden, Saxony, Germany. Maricann is currently undertaking an expansion of its cultivation and support facilities in Canada in a 942,000 sq. ft. (87,515 sq. m) build out, capable of producing 95,000 kg of dry cannabis flower per year to support existing and future patient growth.
credit:420intel.com
