BZAM Holdings Inc., an integrated cultivator and producer of cannabis and cannabis products incorporated under the Laws of British Columbia, announces that as a result of the expiration of certain warrants to purchase common shares of Speakeasy Cannabis Club, its “beneficial ownership” of the Common Shares, where “beneficial ownership” is calculated in accordance with National Instrument 62-104 – Take Over Bids and Issuer Bids of the Canadian Securities Administrators, has decreased to less than 10%.
In a news release dated February 16, 2021, Speakeasy announced that the term of 4,850,000 common share purchase warrants expiring March 8, 2021 held by BZAM (the “March Warrants“) was extended by 12 months such that the new expiry date was March 8, 2022, and that the term of 6,153,847 common share purchase warrants held by BZAM expiring April 24, 2021 (the “April Warrants“) was extended by 12 months such that the new expiry date was April 24, 2022. On April 8, 2021, Speakeasy withdrew its previous announcement and announced all such Warrants were expired, and therefore on March 8, 2021 and April 24, 2021, the March Warrants and the April Warrants expired in accordance with their terms.
Immediately prior to the expiration of the April Warrants, BZAM held a total of 9,673,847 Common Shares and 6,153,847 warrants to purchase Common Shares, which, when aggregated with the Common Shares held by BZAM, represented approximately 11.61% of the issued and outstanding Common Shares on a partially diluted basis on April 24, 2021. As of April 25, 2021, following the expiration of the April Warrants, BZAM held a total of 9,673,847 Common Shares and no warrants, representing “beneficial ownership” of approximately 7.43% of the issued and outstanding Common Shares.
BZAM’s beneficial ownership of Common Shares in both instances described above is calculated using the number of outstanding Common Shares disclosed in Speakeasy’s management discussion and analysis filed on SEDAR on March 31, 2021.
BZAM expects to monitor the business, prospects, financial condition and potential capital requirements of Speakeasy, and depending on its evaluation of these and other factors, BZAM may from time to time in the future increase or decrease its direct or indirect ownership, control or direction over Common Shares or other securities of Speakeasy through market transactions, private agreements, subscriptions from treasury or otherwise.
BZAM is not required to file additional early warning reports with respect to acquisitions or dispositions of securities of Speakeasy unless and until such time as its “beneficial ownership” of any outstanding class of securities is again greater than 10%.