Courtland Capital Inc. Announces Name Change and Closing of Merger With Tree of Knowledge Inc.
July 3rd, 2018
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Calgary, Alberta (FSCwire) – Courtland Capital Inc. (“Courtland” or the “Company”) (NEX:CTD.H) and Tree of Knowledge Inc. (“TOK”) are pleased to announce that further to the Company’s press release dated April 13, 2018, that the merger and reverse take-over transaction was completed on June 29, 2018.
The Common Shares are expected to be listed and posted for trading on the Canadian Securities Exchange (“CSE”) on or about Thursday July 5, 2018, under the symbol “TOKI”. Concurrently with the CSE listing, the Common Shares will be delisted from the NEX board of the TSX Venture Exchange.
The approval of the Company’s shareholders to the consolidation of the Common Shares on a 49.16 to 1 basis, and the continuation of the Company from the laws of British Columbia under the Canada Business Corporations Act was obtained on May 2, 2018, and the approval of the shareholders of TOK required to effect the Merger was obtained on May 18, 2018. The Company changed its name on June 5, 2018, to Tree of Knowledge International Corp.
Pursuant to the Merger Agreement and Plan of Merger, as amended and restated May 8, 2018, the Company issued 66,972,781 Common Shares to the former holders of TOK, 2,712,059 Common Shares to arm’s length parties as finders’ fees, and 3,669,416 units pursuant to the conversion of convertible debentures (conversion of both principal and accrued interest). Each unit consists of one common share of the Company and one half of one purchase warrant, with each whole purchase warrant being exercisable into one common share of the Company at an exercise price of $0.15 per share until June 29, 2020.
The Company will carry on business through its wholly owned Nevada subsidiary, TOK. TOK, through its wholly owned subsidiary Tree of Kindness, Inc., produces and sells hemp-based cannabidiol (“CBD”) products in certain jurisdictions in the United States, Europe, South America and China. Cannabidiol/CBD is a natural constituent of hemp oil, which is purported to contain wellness properties. CBD may be extracted from the hemp plant or the marijuana plant, but is typically sourced from hemp. Currently all raw hemp materials used to create the CBD used by TOK in its products are organically grown and handled using U.S. Department of Agriculture (USDA) approved industrial hemp grown in the United States.
TOK acquired a 7% interest in a private Ontario corporation, which has applied to be a Canadian ACMPR Licensed Producer in order to cultivate and distribute cannabis. TOK will relocate its headquarters to Toronto, Ontario in 8,000 square feet of space, including office space that is ready for the Company to relocate its head office. TOK intends to build a GMP level laboratory and clean work space for TOK’s products. In addition TOK has an option to lease an additional 80,000 square feet for expansion purposes of the existing 150,000 square feet on 16 acres. TOK has agreed to raise the required capital to build the laboratory and clean space and to fund all professional fees related to engineering, design, construction management, permits, site preparation, construction and commissioning of the facility in accordance with applicable regulations.
In addition, on May 18, 2018, TOK entered into an agreement to acquire up to a 5% interest a licensed manufacturer, distributor, importer and exporter of cannabis, CBD and pharmaceutical based products in the Country of Macedonia. The acquisition is subject to TOK paying $500,000 owing pursuant to the agreement prior to September 15, 2018.
Michael Caridi, Chairman and CEO for the Company commented: “We are thrilled with the listing on the Canadian Securities Exchange and excited about building an international team and a truly global brand. The Company will continue TOK’s vision of helping millions of people worldwide with the highest quality products containing CBD.”
The Board of the Company is comprised of Michael, Caridi, Brian Main, Rino Adamo, Scott Reeves and Rick Grass. Michael Caridi has been appointed Chairman and CEO and Brian Main will remain as President of TOK. Marco Guidi has been appointed Chief Financial Officer of the Company. Subject to raising additional financing to advance the Company’s business plan, the Company intends to hire a top executive to run the Canadian operations expand the brand on a global scale.
All information contained in this news release with respect to Courtland and TOK was supplied by the parties respectively for inclusion herein.
The Company’s Listing Statement dated June 28, 2018, contains additional information with respect to the Transaction and is available on the Company’s SEDAR profile at www.sedar.com.
Investors are cautioned that, except as disclosed in the disclosure documents prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
For further information, please contact:
Tree of Knowledge International Corp.
Michael Caridi, Chairman and CEO
Tel: +1 (917) 295-1374
The Canadian Securities Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Forward Looking Statements
This news release contains forward-looking statements relating to the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Transaction and the future plans and objectives of Courtland, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Courtland s expectations are risks detailed from time to time in the filings made by Courtland with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Courtland. As a result, Courtland cannot guarantee that the Transaction will be completed and that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and Vela will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.To view the original release, please click here
Source: Courtland Capital Inc. (TSX Venture:CTD.H)
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