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ICC International Cannabis Corp WLDCF

ICC International Cannabis Corp is a Canadian company which is engaged in planning, designing, building and operating cannabis production, processing, and distribution facilities worldwide. The company through its holdings is engaged in the pharmaceutical distribution, wholesale importation, research, and development, as well as working interests in industrial hemp licenses in Greece, licenses to cultivate, produce, distribute, store, and export Cannabis and Cannabis derivatives in Colombia, the


OTCPK:WLDCF - Post by User

Post by dlornemoney1111on Sep 10, 2018 7:41pm
162 Views
Post# 28594019

This is my own summary comment if you wish

This is my own summary comment if you wish The reason I posed the question" is this the paragraph that needs clarification" is we were having a hard time understanding the wording (we includes me) I will include the paragraph above the last one I posted to add to clarity. Our available information reads like this.
Terms of the Transaction
(*1)(The Transaction will be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the Arrangement). Under the terms of the Transaction, each shareholder of ICC (ICC Shareholder) will receive $1.95 per ICC Share, payable in Aurora Shares valued at the volume-weighted average trading price of Aurora Shares on the TSX during the 20 trading day period ending the second to last trading day on the TSX immediately prior to the Effective Date ) (as defined in the Arrangement Agreement), being the date the Transaction is completed (the Aurora Share Price).

Pursuant to the terms of the Transaction, based on the volume-weighted average trading price of Aurora Shares on the TSX during the 20 trading day period ending September 7, 2018 an ICC Shareholder would receive 0.2448 Aurora Shares for each ICC Share held(*1), resulting in Aurora issuing approximately 36.2 million Aurora Shares (fully diluted, treasury method) in connection with the Transaction, representing approximately 3.6% of outstanding Aurora Shares after giving effect to the Transaction (2*)(actual number of shares received and issued will be based on the volume-weighted average trading price of Aurora Shares on the TSX during the applicable 20 day period preceding the completion of the Transaction).(2*)

So three areas in this statement become important. 1) Effective date. 2) Transaction date. 3) What happens if ICC shares out price the pre determined .2448 ratio value of ACB on the Transaction date?

So to begin with the Effective date is defined in these paragraphs as (*1) marked in green. This is important because as of September 7th ICC and ACB have come up with what I refer to as a ratio of equivalency their values its .2448 or about 4:1 ICC to ACB. This is the ratio that will determine the share allotment you receive 1000 shares ICC x .2448 =244.8 ACB

Secondly Transaction date is defined in the paragraphs as (2*) marked in yellow. As things progress both parties are expecting valuation changes, this paragraph addresses that issue. Taking into account our .2448 equivalency ratio as applied to value you could see a price per share pay out higher or lower based on the terms of this paragraph. Although they will be equivalent to .2448 ICC for 1 ACB /. One 10 dollar share of ACB as prescribed in the paragraph is worth $2.48 in ICC shares real value but paid in ACB shares. (ACB being our currency in this deal) And a 5 dollar ACB share is worth $1.24 ICC shares real value but paid in ACB shares.

The last thing that is again only an observation is what if now that ICC and ACB are in lock step at a pre determined (ACB currency) buy out , what happens if ICC ends being worth more than the .2448 predetermined valuation that was prescribed on September the 7th.(effective date ) and the determined value on the closing of the Transaction date?. This is of course up for discussion I'm just stating how I think the wording should be interpreted.
Hope we do well.......D

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