Ventura Cannabis and Wellness Corp CVHIF

Consideration Shares

[krantz]

Subject to adjustment in accordance with Article 2 of the Share Purchase Agreement, the consideration payable to the Company for the Purchased Shares is CDN$1,889,040 (the "Purchase Price"), payable in Consideration Shares. The Purchase Price will be paid and satisfied in full at the Closing Time by the Purchaser causing the issuance to the Vendor of such number of Consideration Shares as is equal to the lower of: the Purchase Price divided by the higher of: (A) the volume-weighted average trading price of the Consideration Shares on the Exchange during the 30-trading day period prior to the closing date of the acquisition (the "30- Day VWAP"); or (B) the closing market price of the Consideration Shares on the Exchange on the trading day prior to the announcement of the proposed acquisition, less a discount of not more than 25%; and the Purchase Price divided by $0.25. It looks like the number of consideration shares that we will receive, if passed, will be determined by the lower of these calculations.

[lscfa]

Yes, it looks like $0.25 will be the no. used.    

[TheProphetElijah]

so if you have 200,000 Vcan shares how many Vibe will that be?

[dileas48s]

My personal expectation is that, including the first tranche, we're going to fall somewhere in between 9:1 to 11:1 As mentioned by others, the warrants are not a part of that calculation.

[TheProphetElijah]

what about the 'mechanism' Heaths got in place, protects against the appreciating Vibe price.

[BigDaddy13]

We got first 15% at 6.6 for .48 it's rn in the mid .6 we won't see 11 I see it close to 8 

[lscfa]

I read that the wrong way. The no. of vibe shares issued will be based on the calc. that produces the lowest no. so it looks like it will be the VWAP. Also, the exercise price of warrants issued is based on a formula.     Vibe will issue to the Company on the closing date 1,200,000 common share purchase warrants (the "Bonus Warrants"). Each Bonus Warrant would entitle the

[BigDaddy13]

We are mostly likely to see an above 7.5/1 ? 

[BigDaddy13]

Those warrants can't be taken for granted, they can allow a break even to happen a lot quicker.

[BubbaNeedsMoney]

WTF does all that mean?! Can someone please put that in simple point form english.  

[TheProphetElijah]

Bubba is right, we're days away from the meeting to determine our fate and still no one knows whats going on or even how to calculate shares.

[TheProphetElijah]

but I'm still keeping my yes vote, unless we bring new people on board this won't go anywhere.

[lscfa]

we get the lesser amount of shares based on: $1,889,040 /$0.25 = 7,556,160 or $1,889,040 /30 day vwap (currently about $0.56) = 3,373,286 <========= $1,889,040 /$0.465 (75% of vibe price $0.62) = 4,062,452

[TheProphetElijah]

What about the 'mechanism': The original Cathedral deal was for $333,360 but ended up being for $401,369 since the price increased since the deal was announced - a 20% increase. Then Heath said: "The second tranche, announced August 31 2020, which has been reported to be $1,889,040, has the identical mechanism as the first tranche for re-pricing and warrants." So 20% increase

[BigDaddy13]

What I'm curious about is if the first tranche is contingent of the second tranche closing and if that is the reason we have not yet been appointed our first tranche shares. This would be information they would not tell us because it would influence us giving a negative vote (still having possession of first tranche assets if second isn't passed) the way they got rid of the first tranche

[lscfa]

More Chris Heath BS. I doubt we got $401,369. the vwap was never at $0.60. The Vibe NR said $333,360.  $333,360 /669,398 = $0.498 vwap $401,369 / 669,398 = $0.60 vwap

[TheProphetElijah]

and still no actual record date set for the second tranche?  Or did I miss that. If so I wonder if they'll do it like the first, announce it after the fact lol.

[TheProphetElijah]

Can't back track things when it's in the PR, this wasn't a gentlemens handshake agreement.

[mitochondria]

  ty lscfa, appreciate the analysis through this eom