from sedar at weekend unlimited formerly osh iii
INTRODUCTION ........................................................................................................................................... 1
CAUTION REGARDING COMPANY BUSINESS......................................................................................... 1
FORWARD-LOOKING INFORMATION AND STATEMENTS ...................................................................... 1
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................... 4
GLOSSARY OF TERMS ............................................................................................................................... 5
INTRODUCTION ......................................................................................................................................... 10
STRUCTURE OF OPEN SOURCE PRIOR TO THE AMALGAMATION ................................................... 10
STRUCTURE OF THE COMPANY AFTER THE AMALGAMATION ......................................................... 11
GENERAL DEVELOPMENT OF THE BUSINESS OF OPEN SOURCE ................................................... 11
NARRATIVE DESCRIPTION OF THE BUSINESS OF WEEKEND ........................................................... 17
AVAILABLE FUNDS, PRINCIPAL PURPOSES, MILESTONES AND BUSINESS OBJECTIVES ............ 28
SELECTED CONSOLIDATED FINANCIAL INFORMATION ..................................................................... 29
MANAGEMENTS DISCUSSION AND ANALYSIS ..................................................................................... 30
MARKET FOR SECURITIES ...................................................................................................................... 31
CONSOLIDATED CAPITALIZATION ......................................................................................................... 31
OPTIONS TO PURCHASE SECURITIES .................................................................................................. 31
DESCRIPTION OF SECURITIES ............................................................................................................... 34
ESCROWED SECURITIES ........................................................................................................................ 37
PRINCIPAL SHAREHOLDERS .................................................................................................................. 37
DIRECTORS AND OFFICERS ................................................................................................................... 38
CAPITALIZATION ....................................................................................................................................... 41
EXECUTIVE COMPENSATION.................................................................................................................. 44
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .......................................................... 45
RISK FACTORS .......................................................................................................................................... 47
PROMOTERS ............................................................................................................................................. 59
LEGAL PROCEEDINGS ............................................................................................................................. 59
INTEREST IN MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ..................................... 59
AUDITOR, TRANSFER AGENTS AND REGISTRARS ............................................................................. 59
MATERIAL CONTRACTS ........................................................................................................................... 59
INTEREST OF EXPERTS ........................................................................................................................... 60
OTHER MATERIAL FACTS ........................................................................................................................ 60
FINANCIAL STATEMENTS AND MD&A .................................................................................................... 60
CERTIFICATE OF WEEKEND UNLIMITED INC. ....................................................................................... 61
1
INTRODUCTION
This Listing Statement is furnished on behalf of the management of the Company in connection with the
organization of the Company under the ABCA as a result of the Amalgamation, the fundamental change
of business of Open Source as more particularly described in this Listing Statement and in accordance
with the rules of the CSE and the substitutional listing of the Common Shares on the CSE under the
symbol “YOLO”.
Capitalized terms used in this Listing Statement which are not otherwise defined shall have the meanings
set forth under the heading “
Glossary of Terms
” of this Listing Statement. Information contained in this
Listing Statement is given as of Sepember 18, 2018 unless otherwise specifically stated. Information
contained in this Listing Statement is presented on a post-Open Source Consolidation and Weekend
Consolidation basis unless otherwise specifically stated.
CAUTION REGARDING COMPANY BUSINESS
The Company operates in the cannabis and cannabis-related industries primarily in the United States and
Canada and has intentions to ultimately expand to other countries. This Listing Statement relates to the
business of an entity that derives or plans to indirectly and/or directly derive a substantial portion of its
revenues through the recreational and/or medical marijuana industry in certain U.S. States and Canada
as permitted under applicable Cannabis Laws.
A majority of States have recently legalized medical marijuana and a number of States have further
legalized the recreational use of marijuana. However, THC and marijuana remain a controlled Schedule 1
drug under U.S. federal laws although the federal government’s position has been not to enforce these
laws in states that have regulations in place. Recent pronouncements by the federal government have
cast uncertainty in this area.
Under the CSA, the policies and regulations of the U.S. federal government and its agencies are that
THC and cannabis has a high potential for abuse, has no acceptable medical benefit and has a lack of
safety for the use of the drug under medical supervision. A range of activities including cultivation and the
personal use of cannabis is prohibited unless and until the U.S. congress amends the CSA with respect
to THC and marijuana. The timing or scope of any such potential amendments are not assured and there
is a risk that federal authorities may enforce current federal law, and the business of the Company may
be deemed to be in violation of federal law of the U.S.
Further, cannabis is not an approved drug or medicine in Canada. The Government of Canada does not
endorse the use of cannabis, but Canadian courts have required reasonable access to a legal course of
Medical Marijuana when authorized by a healthcare practitioner. CBD-Infused Products are currently not
legal for sale in Canada (only the sale of dried marijuana plants for medical use are legal in Canada).
The Canadian federal government has enacted the
Cannabis Act
(Canada) which will introduce a new
system in Canada to legalize, regulate and restrict access to cannabis including Recreational Marijuana
and CBD-Infused Products on October 17, 2018.
There are a number of risks associated with the business of the Company. See section under the heading
entitled “
Risk Factors
” of this Listing Statement for a detailed list of certain material risk factors. Although
the Company will perform its business in accordance with applicable Cannabis Laws, the Company may
become subject to additional government regulation and legal uncertainties that could restrict the demand
for its services or increase its cost of doing business thereby adversely affecting its financial results.
FORWARD-LOOKING INFORMATION AND STATEMENTS
This Listing Statement, including the documents incorporated by reference herein, contains forward-
looking statements and information (collectively, “
forward-looking information
”). The use of any of the
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words “could”, “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”,
“should”, “believe”, “expects” “plans”, “intends”, “potential”, “prospective”, “pro forma” and similar
expressions are intended to identify forward-looking information and relate to matters that are not
historical facts and are based on the Company’s current belief or assumptions as to the outcome and
timing of such future events. Actual future results may differ materially. These statements reflect current
expectations regarding future events and operating performance and speak only as of the date of this
Listing Statement. Forward-looking statements include, among others, statements with respect to:
•
the future performance of the Company including statements with respect to business objectives
and milestones and strategies for meeting business objectives, marketing plans and strategies;
•
the Company’s expectations regarding revenues, expenses and anticipated cash needs;
•
the intention to grow the Company’s business and operations and opportunities for growth in local
and international markets and in the cannabis industry and expectations regarding the future
growth;
•
the requirement for, and the Company’s ability to obtain, future funding on favourable terms or at
all;
•
the Company’s expectations regarding the timing for availability of the Company’s products and
acceptances of its products by the market;
•
the competitive conditions of the industry in which the Company operates and agricultural
advances of competitive products;
•
the Company’s expectations regarding the progress and the successful and timely completion of
the various stages of the licensing process in respect of the Weekend Business Interests
including, but not limited to, the issuance of a license to the Northern Lights Organic Farm under
the ACMPR to cultivate hemp and/or cannabis;
•
the Company’s strategy to develop new products and to enhance the capabilities of existing
products;
•
the Company’s dependence on expanding its production and customer base;
•
the Company’s plans to market, sell and distribute its products;
•
the Company’s plans in respect of strategic partnerships for research and development;
•
the Company’s exercise or refusal to exercise certain options or to proceed with respect to the
acquisition of certain businesses including, but not limited to, the exercise of the right of Northern
Lights to acquire the Northern Lights Organic Farm if and when the Northern Lights Organic Farm
is issued a license under the ACMPR to cultivate hemp and/or cannabis;
•
the Company’s plans to retain and recruit personnel;
•
the Company’s strategy with respect to the protection of its intellectual property;
•
the legalization of cannabis for recreational use in Canada and further legalization in the United
States, including federal, provincial and state regulations pertaining thereto and the timing related
thereof and the Company’s intentions to participate in such market, if and when legalized;
•
laws and any amendments thereto applicable to the Company; and
3
•
the Company’s plans with respect to the payment of dividends.
Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees
of future performance or results, and will not necessarily be accurate indications of whether or not such
results will be achieved. A number of factors could cause actual results to differ materially from the results
discussed in the forward-looking statements, including, but not limited to, the factors discussed under
“
Risk Factors
”. Although the forward-looking statements contained in this Listing Statement are based
upon what management of the Company believes are reasonable assumptions, the Company cannot
assure investors that actual results will be consistent with these forward-looking statements and should
not be unduly relied upon by investors. These forward-looking statements are made as of the date of this
Listing Statement.
A number of factors could cause actual events, performance or results, including those in respect of the
foregoing items, to differ materially from the events, performance and results discussed in the forward-
looking statements. Factors that could cause actual events, performance or results to differ materially
from those set forth in the forward-looking statements include, but are not limited to:
•
the extent of future losses;
•
the ability to obtain the capital required to fund development and operations;
•
the development and growth of the medical and recreational marijuana industry in general;
•
the impact of legislative changes in the U.S. and Canada to the medical and recreational
marijuana regulatory process;
•
the ability to capitalize on changes to the marketplace;
•
the ability to comply with applicable governmental regulations and standards and applicable
Cannabis Laws;
•
the ability to viably develop and commercialize Medical Marijuana and Recreational Marijuana;
•
the ability to attract and retain skilled and experienced personnel;
•
the impact of changes in the business strategies and development priorities of strategic partners
and businesses in which the Company has certain non-binding and/or binding acquisition rights
or contractual arrangements including, but not limited to, Jerome Baker, the businesses of
producer/processor licensees that the Company provides services to in the State of Washington
and in respect of the Northern Lights Organic Farm;
•
the yield from agricultural operations producing the Company’s products through Northern Lights
Organic Farm if and when so acquired;
•
the ability to obtain patent protection and to protect the Company’s intellectual property rights and
not infringe on the intellectual property rights of others;
•
stock market volatility;
•
general public acceptance of the marijuana industry; and
•
other risks detailed from time-to-time in the Company’s ongoing quarterly and annual filings with
applicable securities regulators, and those which are discussed under the heading “
Risk
Factors
” of this Listing Statement.
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Readers should not place undue reliance on forward-looking statements as the plans, intentions or
expectations upon which they are based might not occur. Readers are cautioned that the foregoing lists
of factors are not exhaustive. Each of the forward-looking statements contained in this Listing Statement
are expressly qualified by this cautionary statement. The Company expressly disclaims any obligation or
responsibility to update the forward-looking statements in this Listing Statement except as otherwise
required by applicable law