Ventura Cannabis and Wellness Corp CVHIF

TRADING HALT

[BigDaddy13]

They have also sold Portland Oregon assets this morning and there is now a trading halt..

[turnaroundking]

It's over. Company is winding down and us shareholders are left holding the bag with cents on the dollar. executive management needs to be held legally accountable for false statements and misleading the direction of the company. one month ago we released statements with continued focus on growing and acquisitions and now we sell everything for almost nothing?!?! These sale transactions don&

[dileas48s]

Link to PR: https://www.globenewswire.com/news-release/2020/08/31/2086021/0/en/Ventura-Cannabis-VCAN-Signs-Agreement-to-Sell-Oregon-Dispensary-and-Calls-Special-Meeting-of-Shareholders.html

[turnaroundking]

It's an all share transaction but I can't find anywhere that talks about the ratio of VIBE shares we will receive. Further, how is this "at a premium to our current share price"? If I understand correctly, we sold the entire company for $2.25M. Anyone have any input?

[TheProphetElijah]

Vibe mkt cap is only 30m - lots of room for growth, so this should boost our share price.  We were only being valued at less than our cash position. What about kush Rush?  What about the insurance settlement?  As usual more questions to be answered.

[turnaroundking]

Am I missing something? We sold everything for $333K + $1.89M in an all share transaction, meaning the cash goes with the shares. That is LESS than our market cap. If you read the press release it mentions that a special shareholders meeting is required because "substantially all of the company's assets are sold" so I am guessing no additional news. 

[BigDaddy13]

We will be receiving vibe shares along with cash? Is this what I am to understand? 

[TheProphetElijah]

Not clear about shares, we get to buy options 800K + 1.2m in 12 months? Why so complicated, why not just a share swap indicating xxx number of vibe shares for each VCAN share? 

[turnaroundking]

Essentially it works like this: VCAN: $2.2M worth of VIBE shares. The amount of shares is based on the 30 day historical average (which looks to be approximately 0.35 cents) VIBE - all shares of VCAN so all assets, liabilities etc go with the shares 

[BigDaddy13]

How are we expecting post halt to look? 

[BigDaddy13]

At this point is there even a point to sell shares? Or better to ride the wave and wait and see further information on what's going on ? 

[TheProphetElijah]

So that would price us at .07 a share?

[BigDaddy13]

Maybe even .075 

[TheProphetElijah]

They are taking $1.2m cash from us along with Amber, what about the rest of what we have?! Whatever happened to BV of .20...atleast?! We should vote this down, period.

[turnaroundking]

BV of .20 is long gone. The company pissed away the cash and took a massive write off on its receivables. either take your VIBE shares and hope for it to sky rocket or your .06 cents and forget this dumpster fire.

[TheProphetElijah]

So your saying the 1.2 million is all we had left?  Not the 2.7 from last statement?

[turnaroundking]

Also, it's absolutely insane to me that we are shutting the doors and still don't get a proper PR. 

[TheProphetElijah]

What about the insurance settlement from A/R that Kaplan said is close?  Is mgt walking away with this money?  

[turnaroundking]

No. It is an all share transaction with no cash being exchanged. We will get $2.2M in VIBE shares at a price of their 30 day historical trading average is how I read it. id like to know the strike price on the warrants. 

[BigDaddy13]

Boost our share price? You're talking bout VCAN? How long do you guys anticipate this trading halt to be? Can this end up actually being positive for us share holders? Maybe a blessing in disguise. But there are soo many question marks atm. 

[lscfa]

So if co. if winding down they must have sold the 2 houses in Corona, Ca.  working captial May 31 = $4.464 mil houses less mortgage = ~ $1.255 mil cash from cannabis assets sales = $2.222 mil total = $7.942 mil Expenses to unwind = $1 mil (guess) cash div to shareholders = $7 mil / 37 mil shs = $0.19/sh plus 2 million vibe options = 1/2 option per VCAN share

[BigDaddy13]

People buying now more than last week, more to it than we think? 

[TheProphetElijah]

I wouldn't sell now until this all becomes more clear.  They only mention 1.2m and Amber and not kush rush - or is this wishful thinking. Vibe does look like a well run company though.  How many MJ's have real net income.

[DashForCash]

I hope your understanding is accurate or close...and I have always trusted and appreciated your numerical analysis...I would take those results in a heartbeat to get out of the "Chris Heath" business...and now perhaps it is time to better understand VIBE...company nunber 4 on this rather insane rollercoaster ride...

[BigDaddy13]

I would take those numbers with the biggest of grin, I would actually be for the first time in years over. Can these numbers be true? 

[lscfa]

Upon closer reading.... working captial May 31 = $4.464 mil less Amberlight w/c = -$1.20 mil houses less mortgage = ~ $1.255 mil Expenses to unwind = -$1 mil (guess) cash to distribute = $3.519 mil ( $0.095/sh) Value of cannabis asset sale = $2.222 mil Current 30 day vibe vwap = ~$0.36 vibe shares to distribute = 6,172,222 (0.167 vibe Shs for 1 VCAN sh) plus 2 million vibe options

[turnaroundking]

This is an ALL SHARE transaction. There is no cash to distribute. only shares are being exchanged and the amount of shares are based on the sales price ($1.89M / price per share). Price per share is stated in the PR at historical 30 day average. where are you getting all this cash to allocate? We don't own anything anymore, VIBE does.   

[lscfa]

Co. has assets besides cannabis to liquidate if it is winding up, you dope. 2 houses in Corona, Ca are worth at least $1 million a piece and co. still has cash.  

[Trooperhobo]

Only thing we know for sure being sold are the cannabis asetts and we still don't know anything about KUsh Rush....for all we know the houses and the remains of addiction business is going private...if that does happen, shareholders still need to see the detail of that transaction....more to come I think. 

[turnaroundking]

Lol a dope? I seem to be the only one that understands the transaction.  The other assets, held in other subsidies are useless in that the liabilities associated with them cover the value. From my understanding, we sold all the shares to the two subsidies that held all the profitable (or growth opportunity) assets. As of May 31st, we had $2.75M on a consolidated basis. Your "math

[johnsuh]

It might be around 0.12 cents/share. July 29th MD&A, " According to this definition, the Company's liquid assets equal the current assets totaling $7,118. While working capital is traditionally used as a measure of a company's liquidity, management believes that a more accurate view of the Company's liquidity is liquid assets less current liabilities. The Company's liquid

[johnsuh]

I mean 12 cents/share

[TheProphetElijah]

So who gets to keep the lab?  

[dileas48s]

The Santa Rosa deal expressly states that the proceeds are to be distributed to shareholder. 

[lscfa]

My math skills are rusty this morning..... 2 million vibe options to distribute = 0.054 options per VCAN sh.