SEATTLE, April 9, 2019 (Newswire.com) - One Web Services Inc. (“OWS”), the owner and operator of the cannabis price comparison website Wikileaf.com, is pleased to announce that it has entered into a merger agreement (the “Merger Agreement”) with Kona Capital Ltd. (“Kona”) to acquire a 100 percent interest in OWS, which will constitute a reverse takeover of Kona by the shareholders of OWS (the “Transaction”). The Transaction will be completed by way of merger under the Washington Business Corporation Act. It is a condition of the Transaction that the combined company (the “Resulting Issuer”) will seek a listing on the Canadian Securities Exchange (“CSE”) under the symbol "WIKI."
On the closing of the Transaction, Chuck Rifici will be appointed as the Chairman of the Resulting Issuer and Dan Nelson, Manoj Hippola and Patrick Lalonde as the Resulting Issuer’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, respectively. The Board of Directors of the Resulting Issuer will include Chuck Rifici (Chairman), Dan Nelson, Manoj Hippola, Megan Sanders, Josh Babyak, Cy Scott and Connor Cruise.
OWS and Kona entered into the Merger Agreement pursuant to which OWS and a subsidiary of Kona will merge and Kona will continue as the Resulting Issuer and change its name to “Wikileaf Technologies Inc.” Under the terms of the Merger Agreement, the following will occur at closing:
- The outstanding common shares and preferred shares of OWS (together, the “OWS Shares”) will be exchanged for common shares of Kona on the basis of 9.8078 Kona common shares for each OWS Share (the “Exchange Ratio”);
- The outstanding stock options of OWS will represent an entitlement to receive common shares of Kona on the basis of the Exchange Ratio.
The closing of the Transaction is subject to customary closing conditions and is expected to take place on or about May 1, 2019. The securities issued to the directors, officers and other "insiders" (as defined in applicable securities laws) of the Resulting Issuer will be subject to escrow in accordance with National Policy 46-201 Escrow for Initial Public Offerings and certain other shareholders of the Resulting Issuer will also be subject to contractual restrictions on their shareholdings at listing.
OWS and Kona have completed a private placement of subscription receipts for gross proceeds of $6,638,000, exceeding the minimum financing condition in the Merger Agreement of $5,500,000. OWS and Kona intend to seek additional investors and complete a second closing by the end of April.
The subscription receipts issued pursuant to the private placement will be exchanged, for no additional consideration, into common shares of the Resulting Issuer upon listing on the CSE.
Wikileaf is a price comparison website for recreational and medicinal cannabis users. Wikileaf provides consumers with instant price comparison among dispensaries in their immediate vicinity. It is owned and operated by Nesta Holding Co. Ltd. (“Nesta”), a private equity firm focused on the global cannabis industry. Nesta was founded in 2015 by Chuck Rifici, Chairman and CEO of Auxly Cannabis Group and co-founder of Canopy Growth Corporation. For more information, please visit www.wikileaf.com.
Kona is a private capital company incorporated pursuant to the Business Corporations Act (British Columbia). Kona has not engaged in any business since incorporation.
For further information about Wikileaf, please visit www.wikileaf.com or follow us on Twitter @Wiki_Leaf, Instagram @wiki_leaf, Facebook @Wikileaf and YouTube Wikileaf.
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This release contains certain “forward-looking statements” and certain “forward-looking information” as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue,” “plans” or similar terminology. Forward-looking statements and information include, but are not limited to, statements with respect to the transactions contemplated under the Merger Agreement, the Transaction, the requisite regulatory and shareholder approvals in respect thereof, the completion of any second tranche of the private placement, and the CSE listing and proposed future transactions the Company may undertake and their expected timing. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of OWS and Kona to control or predict, that may cause OWS and Kona’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to: the risk that the Transaction will not be approved by the CSE and that the second tranche of the private placement will not be completed; risks and uncertainties related to the Transaction not being completed in the event that the conditions precedent thereto are not satisfied; the inherent risks involved in the cannabis and general securities markets; uncertainties relating to the availability and costs of financing needed in the future; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, currency fluctuations; regulatory restrictions, liability, competition, loss of key employees and other related risks and uncertainties. OWS and the Resulting Issuer undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
Source: One Web Services Inc.