Digicann Ventures and 3Win Corp. Sign Binding LOI for Proposed RTO Transaction

Core Viewpoint - Digicann Ventures Ltd. has entered into a binding letter of intent with 3Win Corp. for a reverse take-over transaction, which will result in 3Win becoming a wholly owned subsidiary of Digicann, subject to regulatory approvals and shareholder consent [1][6]. Group 1: Proposed Transaction Details - The transaction will be structured as a three-cornered amalgamation, share exchange, or similar structure, leading to the combination of corporate existences of Digicann and 3Win [2]. - Digicann currently has 22,055,294 common shares outstanding, with a deemed value of $0.05 per share for holders of Digicann Shares upon completion of the transaction [3]. - The resulting holders of 3Win Shares will hold approximately 97.3% of the common shares of the Resulting Issuer, subject to adjustments based on additional investments [3]. Group 2: Securities and Board Composition - All securities convertible into 3Win Shares will be converted into similar securities of the Resulting Issuer based on the established Exchange Ratio [4]. - Following the transaction, 3Win Corp. is expected to change its name to "Serewin Inc." and the composition of the Resulting Issuer's board will be negotiated between the parties [5]. Group 3: Conditions and Related Party Transactions - Completion of the Proposed Transaction is contingent upon entering into a Definitive Agreement, maintaining a minimum cash amount at closing, and obtaining necessary approvals [6]. - The transaction is classified as a related-party transaction due to the overlapping roles of Nick Kuzyk, who is involved with both companies, which may necessitate a fairness opinion [9].