CannaOne Closes Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
CANNAONE CLOSES
PRIVATE PLACEMENT
Vancouver, British Columbia -- February 17, 2021 -- CannaOne Technologies Inc. ("CannaOne" or the
“Company”) (Canadian Securities Exchange: CNNA) is pleased to announce that it has completed the
non-brokered private placement (the "Offering") described in its news release of January 24, 2021. In
connection with the closing of the Offering, the Company issued an aggregate of 22,335,000 units (the
"Units") at a price of CDN$0.10 per Unit for gross proceeds of CDN$2,233,500. Each Unit consists of one
common share in the capital of the Company (a “Share”) and one-half of one transferable common share
purchase warrant (each whole common share purchase warrant, a “Warrant”). Each whole Warrant is
exercisable to acquire one Share at an exercise price of CDN$0.25 per Share until February 17, 2023 which
is 24 months from the date of issuance, subject to the following acceleration right. If, at any time after the
date that is 4 months and one day after the date of issuance of the Warrant, the closing price of the
Company’s common shares on the Canadian Securities Exchange (or such other stock exchange on which
the common shares may be traded from time to time) is at or above CDN$0.50 per share for a period
of 10 consecutive trading days (the “Triggering Event”), in which event the Company may, within 5 days
of the Triggering Event, accelerate the expiry date of the Warrants by giving notice thereof to the holders
of the Warrants, by way of news release, and in such case the Warrants will expire on the first day that
is 30 business days after the date on which such notice is given by the Company announcing the Triggering
Event.
This transaction constituted a "related party transaction" as defined under Multilateral Instrument 61-
101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is
exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as
neither the fair market value of the Units acquired by the insiders, nor the consideration for the Units paid
by such insiders, exceed 25% of the Company's market capitalization. As required by MI 61-101, the
Company advises that it expects to file a material change report relating to the Offering less than 21 days
before completion of the Offering, which is necessary to complete the Offering in an expeditious manner
and is reasonable in the circumstances.
CannaOne intends to use the net proceeds of the Offering to facilitate growth plans by utilizing funds for
(a) expansion of CannaOne's payment processing operations and capabilities by way of acquisition, joint,
ventures, partnerships, or strategic alliances (b) general administrative expenses, and (c) working capital.
The Company will pay aggregate finder’s fees of CDN$25,900.00 and 259,000 Share purchase warrants
(the “Finder’s Warrants”) in connection with subscriptions from subscribers introduced to the Offering
by LEEDE JONES GABLE INC. and PI FINANCIAL CORP. Each Finder’s Warrant is exercisable to acquire one
Share in the capital of the Company at an exercise price of CDN$0.25 per Share until February 17, 2023,
which is 24 months from the date of issuance
The securities issued under the Offering, and any Shares that may be issuable on exercise of any such
securities, will be subject to a statutory hold period expiring four months and one day from the date of
issuance of such securities.
About CannaOne
Since inception CannaOne has focused on development and deployment of its proprietary online
marketplace platform. Integral to the true intent and directive of the long -term planning of these
development efforts was an early-stage technology agreement to allow for integration of a payment and
financial technology platform to facilitate merchant sales within its online platform. As such, since March
2017 the company has worked closely with payment technology providers in SE Asia, to ascertain the
pathways to the greatest potential for future growth in the world's fastest growing digital payment
markets. With the existence of ever-evolving international relationships with parties specifically focused
on the facilitation of payment processing and bank acquiring infrastructure, the Company sees potential
to increase revenue over time with the continued integration and utilization of complete payment
processing capabilities within our online marketplace solutions. The Company will look to expand its
online client portfolio to include additional business sectors, such as those to most effectively service the
payment processing requirements of e-commerce providers. While CannaOne believes that significant
near-term opportunities exist for the Company's solutions, there can be no assurance t hat customer
agreements will be reached or that such agreements will be profitable should they be implemented.
Christopher Cherry
Chief Financial Officer and Director
CannaOne Technologies Inc.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities
Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this news release constitutes “forward -looking information” or
“forward-looking statements” (collectively, “forward -looking information”). Without limiting the
foregoing, such forward-looking information includes statements regarding the process and completion
of the Offering, the use of proceeds of the Offering and any statements regarding the Company’s business
plans, expectations and objectives. In this news release, words such as “may”, “would”, “could”, “will”,
“likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative
form thereof are used to identify forward-looking information. Forward looking information should not
be read as guarantees of future performance or results, and will not necessarily be accurate indications
of whether, or the times at or by which, such future performance will be achieved. Forward -looking
information is based on information available at the time and/or the Company management’s good faith
belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions
and other unpredictable factors, many of which are beyond the Company’s control. For additional
information with respect to these and other factors and assumptions underlying the forward -looking
information made in this news release, see the Company’s most recent Management’s Discussion and
Analysis and financial statements and other documents filed by the Company with the Canadian securities
commissions and the discussion of risk factors set out therein. Such documents are available at
www.sedar.com under the Company’s profile and on the Company’s website,
https://cannaonetechnologies.com/. The forward-looking information set forth herein reflects the
Company’s expectations as at the date of this news release and is subject to change after such date. The
Company disclaims any intention or obligation to update or revise any forward -looking information,
whether as a result of new information, future events or otherwise, other than as required by law.