Joint Early Warning News Release Issued with Respect to the Acquisition of Securities of Canada House Cannabis Group Inc.
Aug 31, 2022
08/31/2022 | 05:25pm EDT
Toronto, Ontario--(Newsfile Corp. - August 31, 2022) - This news release is jointly issued by Michel Clement and Richard Clement as required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with their acquisition of ownership, control or direction of securities of Canada House Cannabis Group Inc. (CSE: CHV) ("Canada House"). On August 30, 2022, Canada House announced the closing of the first tranche of its previously announced acquisition (the "Transaction") of all of the issued and outstanding shares of Montréal Cannabis Médical Inc. ("MTL Cannabis"). With the closing of the first tranche of the Transaction, Canada House acquired, under a share exchange agreement, approximately 24.99% of the issued and outstanding shares of MTL Cannabis (the "MTL Shares") in exchange for 49.99% of the issued and outstanding common shares of Canada House (the "Shares"). As part of the Transaction and in consideration for the purchase by Canada House of their respective MTL Shares, each of the Richard Clement Family Trust, a trust of which Richard Clement is a trustee, and the Michel Clement Family Trust, a trust of which Michel Clément is a trustee, received 10,535,445 Shares at a deemed price per Share of $1.05. Michel Clement has the exclusive power to vote, or direct the voting, and the exclusive power to sell, or direct the sale, of the Shares held by the Michel Clement Family Trust. Richard Clement Family Trust is controlled by Richard Clement. Richard Clement has the exclusive power to vote, or direct the voting, and the exclusive power to sell, or direct the sale, of the Shares held by the Richard Clement Family Trust. Michel Clement, Michel Clement Family Trust, Richard Clement and Richard Clement Family Trust are collectively referred to herein as the "Acquirors". None of the Acquirors owned, controlled or directed any securities of Canada House prior to completion of the first tranche of the Transaction. The Transaction is described in further detail in Canada House press releases dated August 30 2022, July 26, 2022 and August 9, 2021, all available under Canada House's profile on SEDAR at www.sedar.com . The 10,535,445 Shares held by the Richard Clement Family Trust and directed and controlled by Richard Clement represent 23.12% of the outstanding Shares on a non diluted basis. The 10,535,445 Shares held by the Michel Clement Family Trust and directed and controlled by Michel Clement represent 23.12% of the outstanding Shares on a non diluted basis. As the Acquirers do not own any convertible securities, percentage ownership on a partially-diluted basis is identical. As a condition to the Transaction and effective as of August 30, 2022, both Richard Clement and Michel Clement were appointed as directors of Canada House. The Acquirors have acquired the Shares for investment purposes and will acquire additional Shares as part of the second tranche of the Transaction. Furthermore, any of the Acquirors, may, from time to time and at any time, acquire or dispose of additional Shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of Canada House in the open market or otherwise, and engage in similar transactions with respect to the Securities, depending on market conditions, the business and prospects of Canada House and other relevant factors. Trading in the Shares has been halted since the Transaction was initially announced on August 9, 2021 and is expected to remain halted until the closing of the second tranche of the Transaction. An early warning report will be filed by the Acquirors under applicable securities laws and will be available on Canada House SEDAR profile at www.sedar.com . A copy of the early warning report may also be obtained by contacting Steven Pearce, Vice-President, Legal, Canada House Cannabis Group, 1773 Bayly Street, Pickering, Ontario, L1W 2Y7, 289-980-3584, firstname.lastname@example.org