FORM 9. NOTICE OF PROPOSED ISSUANCE OF LISTED SECURITIES (or securities convertible or exchangeable into listed securities 1 )

Transcription

1 FORM 9 NOTICE OF PROPOSED ISSUANCE OF (or securities convertible or exchangeable in listed securities 1 ) Please complete the following: Name of Listed Issuer: Invictus MD Strategies Corp. (the Issuer ). Trading Symbol: IMH. Date: December 8, Is this an updating or amending Notice: Yes No If yes provide date(s) of prior Notices:. Issued and Outstanding of Issuer Prior Issuance: 13,566,228. Date of News Release Announcing Private Placement: November 24, Closing Market Price on Day Preceding the Issuance of the News Release: $ Private Placement (if shares are being issued in connection with an acquisition (either as consideration or raise funds for a cash acquisition), proceed Part 2 of this form) Full Name & or be Stay Tuned Communications Ltd. 1 North Vancouver, William Godson Aurora, ON 23,810 $1.05 See Item 5 Gary Kimel 300,000 $1.05 See Item 5 JGK\488701\PP Nov 2016\0276v2

2 or be MMCAP International Inc. SPC George Town Financial Centre Grand Cayman, Cayman Islands 2,800,000 $1.05 See Item 5 David Ean 6 600,000 Dec 1/16 David Velisek Alfred Gregorian 2 10,000 Dec 1/16 Multi Lux Fonds SICAV FIS Junior Mining 6B, rue Gabriel Lippmann L-5365 Munsbach Helen Hulme Ottawa, ON 7 3,000 $1.05 See Item 5 George & Helen Zicherman 23,810 $1.05 See Item 5 Mili Zicherman Samara Fund Ltd. 200,000 $1.05 See Item 5 Parkwood LP Fund Ltd. 110,000 Dec 1/16 Page 2

3 or be Carson Seabolt. West Vancouver, 12,000 $1.05 See Item 5 Dennis & Cleo Ripa Ancaster, ON The K2 Principal Fund L.P. 2 Bloor Street 2,800,000 $1.05 See Item 5 Tom Berger 19,048 $1.05 See Item 5 Lester Asset Management Montreal, QC 80,000 $1.05 See Item 5 Kevin Zicherman Quiet Cove Capital Corp ,556 Dec 1/16 Michael Cassady 40,000 $1.05 See Item 5 Crystal Ripa Dundas, ON 14,286 $1.05 See Item 5 Paul Matysek West Vancouver, 300,000 $1.05 See Item 5 Peter Beck North York, ON 30,000 $1.05 See Item 5 Graham Saunders 80,000 $1.05 See Item 5 Page 3

4 or be Grandhill Capital 76,190 $1.05 See Item 5 Mahbod Hosseinian 3,810 $1.05 See Item 5 Sandi Wahlroth Surrey, 2 David Ean 600,000 Dec 1/16 Merriwee Pty Ltd ATF Merriwee Superannuation Fund Melbourne, Australia Larry A. Heinzlmeir White Rock, 40,000 $1.05 See Item 5 Pacific Website Company Inc. West Vancouver, Shawn Collins Dundas, ON 1 4,762 $1.05 See Item 5 Adam Baldassarre Kelowna, 30,000 $1.05 See Item 5 12,000 Dec 1/16 Scott Bentley Kelowna, 1 32,000 Dec 1/16 David Buckle Kelowna, 80,000 $1.05 See Item 5 43,725 Dec 1/16 Chrispher Pearson Lake Country, 100,000 Dec 1/16 Page 4

5 or be Vicr Fei Edmonn, AB Dawood Port Moody, 74,650 Dec 1/16 Justin Pearson Lake Country, Alfred Man Norman Singhavon Coquitlam, Norn Singhavon Port Moody, 400,000 $1.05 See Item 5 660,000 Dec 1/16 Jimmy Ouyang 1,650 Dec 1/16 Reanne Pearson Lake Country, 2,000 $1.05 See Item 5 Paul Rosen Jason Slade West Kelowna, Trevor Pearson Lake Country, 3,000 $1.05 See Item 5 James Jung-Soo Yang Kelowna, 35,000 Dec 1/16 Page 5

6 or be James Kwantes Gibsons, 7,000 $1.05 See Item Ltd. 50,000 Dec 1/16 Adeline Blady New Westminster, 770,000 Dec 1/16 Chris Paul West Kelowna, Ridgeline Exploration Services Ltd. West Kelowna, Brayden Sutn Chilliwack, 30,000 $1.05 See Item 5 750,000 Dec 1/16 Beneficial Owner is an Officer of the Issuer Ramona Vorberg West Vancouver, Alberta Ltd. Grand Prairie, AB 15,000 Dec 1/16 Robert Kossman Grand Prairie, AB Allan Levien Chilliwack, 1 201,000 Dec 1/16 Julie Palmorino Maple, ON 48,000 $1.05 See Item 5 Brian Tingle 70,500 Dec 1/16 Page 6

7 or be Jacob Hoggard Gavin Mah Tarik Elsaghir Calgary, AB 1 Murat Ayfer Mike Chang 2,400 $1.05 See Item 5 Arash Farahmand Port Moody, 2,000 $1.05 See Item 5 Lewis Hutchins Dubai, UAE Collin Kettell Oakland Guetemala City, Darcy Lacouvee Brian McCubbing Superannuation Fund WA, Australia Chrispher Redcliffe 2 1,600 $1.05 See Item Ltd. South Surrey, 1 2,102,304 Dec 1/16 Beneficial Owner is an Officer of the Issuer Page 7

8 or be Todd Eymann 9,500 $1.05 See Item 5 Carrera Capital Inc. 669,373 $1.05 See Item 5 122,500 Dec 1/16 Aralad Management Pty Ltd. <TRK Superannuation Fund> Ardross, W.A. Danny Shibley Calgary, AB Neil Currie HABD Investments Inc. 1 Justin Kates Law Corporation 10 th Floor, 595 Howe Street V6C 2T5 Chad Kinsley Prince George, LHS Law Corporation Mona Sadat Akhavi 1 Mo Elsaghir Calgary, AB Page 8

9 or be Stuart Bell North Vancouver, Joe Genest ,500 $1.05 See Item 5 Howard Jones North Vancouver, 4,500 $1.05 See Item 5 Capital Event Management Ltd. 11,000 $1.05 See Item 5 Ryan A. Trasolini Lucas Cahill 110,000 Dec 1/16 North Hope Ltd. Sulgrave, WA Tom Donaldson Lake Country, 500 $1.05 See Item 5 Andra Low 30,000 $1.05 See Item 5 Daniel Mulgrew Kelowna, Carman Ng New Westminster, Chris Roman Burnaby, Page 9

10 or be David Sandomirsky Kelowna,, 60,000 $1.05 See Item 5 20,000 Dec 1/16 Joel Sherlock Kelowna, Dale Whiddingn Kelowna, Ltd. West Kelowna, Jason T. Sutherland Law Corporation Amber Jane Ripa Jerseyville, ON Eric Thibault Comeauville, NS Kirby Ambrose Reschny Jerseyville, ON NI Ltd. 70,000 $1.05 See Item 5 NI ,000 Dec 1/16 (1) Indicate date each placee advanced or is expected advance payment for securities. Provide details of expected payment date, conditions release of funds etc. Indicate if the placement funds been placed in trust pending receipt of all necessary approvals. (2) Indicate if Related Person. 1 An issuance of non-convertible debt does not have be reported unless it is a significant transaction as defined in Policy 7, in which case it is be reported on Form Total amount of funds be raised: $12,000, Page 10

11 2. Provide full details of the use of the proceeds. The disclosure should be sufficiently complete enable a reader appreciate the significance of the transaction without reference any other material. The Issuer intends use the proceeds of the private placement carry out its acquisition strategy including the most recently announced transactions with a cultivation facility in Las Vegas, Nevada as well as AB Laboraries Inc.. 3. Provide particulars of any proceeds which are be paid Related Persons of the Issuer: N/A. 4. If securities are issued in forgiveness of indebtedness, provide details and attach the debt agreement(s) or other documentation evidencing the debt and the agreement exchange the debt for securities. N/A. 5. Description of securities be issued: (a) Class Units, each unit consists of one common share and one-half of one common share purchase warrant. (b) Number 11,429,089. (c) Price per security $1.05. (d) Voting rights One vote per common share 6. Provide the following information if Warrants, (options) or other convertible securities are be issued: (a) Number 5,714,544 warrants. (b) securities eligible be purchased on exercise of Warrants (or options) 5,714,544 common shares (c) Exercise price $1.75 per common share. (d) Expiry date June 1, Provide the following information if debt securities are be issued: (a) Aggregate principal amount. (b) Maturity date. (c) Interest rate. (d) terms. (e) Default provisions. Page 11

12 8. Provide the following information for any agent s fee, commission, bonus or finder s fee, or other compensation paid or be paid in connection with the placement (including warrants, options, etc.): (a) Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known the Issuer): Eventus Capital Corp., 181 Bay Street, Suite 320, Brookfield Place, Wellingn Tower, Ontario M5J 2T3. (b) Cash $607,475. (c) 578,548 Finder's Warrants. (d) Other. (e) Expiry date of any options, warrants etc. December 1, 2018, also subject an Acceleration Right. (f) Exercise price of any options, warrants etc. $ State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other with the Issuer and provide details of the N/A 10. any unusual particulars of the transaction (i.e. tax flow through shares, etc.). N/A. 11. State whether the private placement will result in a change of control. The private placement does not result in a change of control. 12. Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders. N/A 13. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument Page 12

13 2. Acquisition 1. Provide details of the assets be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete enable a reader appreciate the significance of the transaction without reference any other material:. 2. Provide details of the acquisition including the date, parties and type of agreement (eg: sale, option, license etc.) and the Issuer. The disclosure should be sufficiently complete enable a reader appreciate the significance of the acquisition without reference any other material: 3. Provide the following information in relation the tal consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments: (a) Total aggregate consideration in Canadian dollars:. (b) Cash:. (c) (including options, warrants etc.) and dollar value:. (d) Other:. (e) Expiry date of options, warrants, etc. if any:. (f) Exercise price of options, warrants, etc. if any:. (g) Work commitments:. 4. State how the purchase or sale price was determined (e.g. arm s-length negotiation, independent committee of the Board, third party valuation etc). 5. Provide details of any appraisal or valuation of the subject of the acquisition known management of the Issuer:. 6. The names of parties receiving securities of the Issuer pursuant the acquisition and the number of securities be issued are described as follows: Page 13

14 Name of Party (If not an individual, name all insiders of the Party) Number and Type of be Issued Dollar value per price (if applicable) or Directed by Party Issuer (1) (1) Indicate if Related Person 7. Details of the steps taken by the Issuer ensure that the vendor has good title the assets being acquired:. 8. Provide the following information for any agent s fee, commission, bonus or finder s fee, or other compensation paid or be paid in connection with the acquisition (including warrants, options, etc.): (a) Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, address. If a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known the Issuer):. (b) Cash. (c). (d) Other. (e) Expiry date of any options, warrants etc. (f) Exercise price of any options, warrants etc.. 9. State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other with the Issuer and provide details of the. 10. If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous or otherwise related any other asset acquired in the last 12 months. Page 14

15 Certificate Of Compliance The undersigned hereby certifies that: 1. The undersigned is a direcr and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of direcrs of the Issuer sign this Certificate of Compliance on behalf of the Issuer. 2. As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed. 3. The undersigned hereby certifies the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument ) and all Exchange Requirements (as defined in CSE Policy 1). 4. All of the information in this Form 9 Notice of Issuance of is true. Dated December 8, Dan Kriznic Name of Direcr or Senior Officer "Dan Kriznic" Signature Direcr Official Capacity Page 15