NEX COMPANIES
ICC INTERNATIONAL CANNABIS CORPORATION ("ICC")
[formerly Shogun Capital Corp. ("SHO.H")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Private Placement-Brokered, Name Change, Graduation from NEX to TSX Venture and Resume Trading
BULLETIN DATE: November 28, 2016
NEX Company
Qualifying Transaction-Completed
TSX Venture Exchange (the "Exchange") has accepted for filing Shogun Capital Corp.'s (the "Company") Qualifying Transaction described in its Filing Statement dated November 21, 2016. As a result, at the opening on Tuesday, November 29, 2016, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
The Company acquired all the issued and outstanding shares of International Cannabis Corp. ("ICC") by way of a "three-cornered merger" pursuant to the provisions of the BVI Business Companies Act, 2004 (the "Transaction"), and issued 106,000,000 Common Shares to the securityholders of ICC, including those issued pursuant to the financing described below. Prior to the closing of Transaction, the Company changed its name to "ICC International Cannabis Corporation". Under the Transaction, all securityholders of ICC exchanged their Common Shares of ICC for 1 Common Share in the capital of the Company for every 1.25 ICC Common Shares held by them.
As a result of the Transaction, a total of 40,000,000 resulting issuer common shares are escrowed pursuant to an Exchange Tier 2 Value escrow and 1,400,010 resulting issuer common shares are subject to the CPC escrow agreement. An additional 40,000,000 resulting issuer common shares are subject to Exchange Seed Share Resale Restrictions.
The resulting issuer is classified as an "All other miscellaneous crop farming" issuer (NAICS Number: 111999).
For further information, please refer to the Company's Filing Statement dated November 21, 2016 available on SEDAR.
Resume Trading:
Further to TSX Venture Exchange's Bulletin dated August 9, 2016, trading in the securities of the Resulting Issuer will resume at the opening on Tuesday, November 29, 2016.
Effective at the opening on Tuesday, November 29, 2016, the trading symbol for the Company will change from "SHO.H" to "ICC".
Private Placement - Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on August 9, 2016 and August 22, 2016. The financing included subscription receipts of ICC at $0.40 per subscription receipt. Each subscription receipt was exchanged for common shares of the resulting issuer on a 1 for 1.25 basis.
Number of Shares: 26,000,000 resulting issuer shares
Purchase Price: $0.50 per resulting issuer share
Number of Placees: 125 Placees
There was no insider or pro group participation in the brokered financing.
In connection with the Brokered Private Placement, GMP Securities L.P., as lead agent and Mackie Research Capital Corporation received a cash commission of $910,000 and broker warrants to purchase 1,820,000 Common Shares exercisable at a price of $0.50 per Common Share for a period of 24 months from the date that the Common Shares are listed on the TSXV.
The Company has confirmed the closing of the Private Placement via a press release dated September 8, 2016.
Name Change
At the annual meeting of shareholders on September 30, 2016 shareholders approved a special resolution approving the Company's name change. Pursuant to the Qualifying Transaction, the name of the Company has been changed from Shogun Capital Corp. to ICC International Cannabis Corporation.
Effective at the opening on Tuesday, November 29, 2016, the shares of ICC International Cannabis Corporation will commence trading on the Exchange and the Shares of Shogun Capital Corp. will be delisted.
Graduation from NEX to TSX Venture
In conjunction with the above, the Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Tuesday, November 29, 2016, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Vancouver.
Capitalization: Unlimited number of common shares with no par value of which
112,200,010 shares are issued and outstanding
Escrow: 81,400,010 common shares
Transfer Agent: TSX Trust Company (Toronto office)
Trading Symbol: ICC (new)
CUSIP Number: 451068100 (new)
Issuer Contact: Guillermo Delmonte, Chief Executive Officer
Issuer Address: Suite 700 - 595 Burrard Street, P.O. Box 49290,
Vancouver, BC V7X 1S8
Issuer Phone Number: 59829000000
Issuer email: info@intcannabiscorp.com
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