Core Viewpoint - Digicann Ventures Ltd. has announced the postponement of its proposed reverse take-over (RTO) by 3Win Corp. to the second half of 2025 due to market volatility and depressed valuations in the cannabis sector [1][2]. Group 1: Proposed Transaction Details - The decision to delay the RTO aims to refine strategic objectives, enhance operational readiness, and explore additional opportunities to increase shareholder value [2]. - The completion of the Proposed Transaction requires shareholder approval, with at least two-thirds (66 2/3%) of votes needed or a simple majority excluding interested parties [3]. - The transaction is subject to conditions, including a minimum cash requirement at closing and necessary regulatory approvals [4]. Group 2: Company Background - 3Win Corp. is a global distributor of CCELL® vape products and offers customization services for brands in the cannabis and hemp markets [9]. - 3Win's subsidiary, 3Win Holdings (Canada) Corp., focuses on the development and distribution of controlled substances under Canadian licenses, including cannabinoid products and psychedelic mushrooms [10]. Group 3: Regulatory and Compliance Information - None of the shares to be issued in connection with the Proposed Transaction will be registered under the U.S. Securities Act, limiting their sale within the United States [5]. - The Proposed Transaction and the listing of the resulting issuer are subject to review by the Exchange, and conditional approval has not yet been granted [8].