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Eurocann International Plc - AGM Notice, Name Change and Strategy

·15-min read

EUROCANN INTERNATIONAL PLC
(“Eurocann” or “the Company”)

Notice of AGM

Name Change and Strategy

2 October 2020

Eurocann, quoted on the AQSE Growth Market, is pleased to announce that notice convening the Company’s Annual General Meeting, to be held at Abbey House, 282 Farnborough Road, Farnborough, Hampshire, GU14 7NA on 26 October 2020 at 10.30am, has been posted to shareholders.

A copy of the Circular will shortly be available at: https://eurocannintplc.com/

Besides for the usual Annual General Meeting business, the Company is proposing, inter alia:

Proposed Name Change

The General Meeting will consider, inter alia, a name change of the Company to DiscovOre plc (with a change of ticker symbol to “ORE”).

Investment Strategy

In addition to investing in the developing market for medicinal or therapeutic Cannabis derivate, or related products, including but not limited to nutraceuticals, dietary supplements and cosmetic products which contain cannabis or hemp (cannabis which contains less than 0.2% THC) derived cannabinoids, the Company intends to invest in companies, projects or assets that operate within, or are planning to operate within, the natural resource industry, as well as special situations that offer meaningful capital appreciation.

A copy of the Non-Executive Director’s letter, the expected timetable of principal events and definitions sections contained in the Circular, are set out in full below in this announcement without material amendment or adjustment.

Covid-19

As a result of COVID-19 the Company would like to advise shareholders that, in accordance with the UK Government guidelines on restrictions for public gatherings, physical attendance in person by shareholders of the Company will not be possible and the AGM will be held as a closed meeting.

Shareholders will therefore not be permitted to attend the AGM in person and are strongly encouraged to submit their proxy in advance of the meeting to ensure that their votes are registered.

We trust that Shareholders will understand the need for these precautions in light of current public health guidelines on COVID-19.

Voting

We encourage all Shareholders to submit their proxy sufficiently in advance of the AGM to ensure that their votes are registered. To be valid, Forms of Proxy and any power of attorney or other authority under which it is signed must be lodged Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD on 24 October 2020.

Given the restrictions on attendance, for your votes to be counted, we advise that Shareholders should appoint the 'Chairman of the meeting' as their proxy for all the shares they hold rather than a named person, as they will not be permitted to attend the meeting. Appointing a proxy will ensure your vote is recorded in the same manner as it has been at previous annual general meetings.

The Directors of the Company accept responsibility for the contents of this announcement.

ENQUIRIES:

Company
Eurocann International plc
Burns Singh Tennent-Bhohi / Conrad Windham
Telephone: 020 3778 1106

Corporate Adviser
Peterhouse Capital Limited
Guy Miller and Mark Anwyl
Telephone: 020 7220 9796

To Shareholders

Notice of Annual General Meeting

AND

Adoption of new Investing Strategy

Change of name to DiscovOre plc

1. Introduction and Background to the Proposals

This Circular sets the reasons for the adoption of an Investment Strategy and other matters to be proposed at the Annual General Meeting, together with the usual annual general meeting resolutions. It also explains why the Directors consider the Proposals to be in the best interests of the Company and Shareholders as a whole and why they recommend that Shareholders should vote in favour of the Resolutions to be proposed at the Annual General Meeting.

On 5 June 2019, the Board of the Company announced a proposed new investing policy into the cannabis sector, specifically the developing market for medicinal or therapeutic Cannabis derivative, or related products, including but not limited to nutraceuticals, dietary supplements and cosmetic products which contain cannabis or hemp (cannabis which contains less than 0.2% THC) derived cannabinoids.

Since the General Meeting held in June 2019 that approved the investing policy into the cannabis sector, the Directors have seen what remains a fledgling industry become increasingly cluttered through new entrants mimicking the investment strategy of Eurocann. Naturally, an increased number of suitors can serve to create challenges when trying to execute a transaction at a price that fairly balances risk and reward.

Indeed, as announced in the final audited results to 30 November 2019, one of the challenges faced by would-be investors in hot sectors such as medicinal cannabis has been, is determining what might be fair value for such investments. So frequently throughout history hot new assets and industries have overshot fair value, a result of a range of factors such as the greater fool theory, a misunderstanding as to the likely demand and thereby growth of such investments and industries, and the emotional state of greed.

The EQM Global Cannabis Index, which tracks the price movements in shares of publicly traded global companies in the cannabis industry, supports this observation. Having had an index value of 113 at the start of 2018, the index hit a low most recently in March 2020 at 17.25, before staging a mild recovery to trade around 30 in August 2020. The performance of the index highlights the euphoria that surrounded medicinal cannabis, which led to related companies overshooting their fair value, before reality set in, as evidenced through the current level the index trades at, and being more reflective as to the likely near-term outlook for the sector.

In light of this, and with a view to maximising shareholder returns, the Board is proposing to broaden the Investment Strategy for the Company to invest in companies, projects or assets that operate within, or are planning to operate within, the natural resource industry, as well as special situations that offer meaningful capital appreciation.

The Directors will be focused on making investments in both public and private companies and projects, and, in addition, will consider the acquisition of a business or businesses. The Directors’ primary objective is to achieve the best possible value over time for Shareholders, primarily through capital growth but potentially, in the future, and only when felt prudent, dividend income.

The Company intends to be an active investor in situations where it can make a clear contribution to the progress and development of the investment. In more substantial investment opportunities, the Directors expect that the Company will be a passive investor.

The Directors believe that their collective experience, together with their extensive network of contacts, will assist them in the identification, evaluation and funding of appropriate investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence on prospective targets and their management teams. The Directors will also consider appointing additional directors and /or advisors with relevant experience if the need arises.

There will be no limit on the number of projects into which the Company may invest, and the Company may invest in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 55 of the AQSE Growth Market Rules. The Company may need to raise additional funds for these purposes and may use both debt and/or equity.

In compliance with Rule 48 of the AQSE Growth Market Rules, if the Company (as an Investment Vehicle) has not substantially implemented its investing policy after the period of one year following Admission, it will seek Shareholder approval in respect of the subsequent year for the further pursuit of its investment strategy.

As an Investment Vehicle, the Company is required to substantially implement its investment strategy within a period of two years following Admission. In the event that the Company has not undertaken a transaction constituting a Reverse Takeover under Rule 55 of the AQSE Growth Market Rules, or if it has otherwise failed to substantially implement its investment strategy within the two year period, AQSE Growth Market will suspend trading of the Company’s Shares in accordance with Rule 74 of the AQSE Growth Market Rules. If suspension occurs, the Directors will consider returning the Company’s cash to Shareholders after deducting all related expenses.

To better reflect the transition towards the natural resource industry and the more generalist investment approach to the investment strategy the Company is proposing to change its name to DiscovOre plc.

A notice convening the Annual General Meeting at 10:30 a.m. on 26 October 2020, at the offices of Abbey House, 282 Farnborough Road, Hampshire, GU14 7NA, to consider the Resolutions, is set out at the end of this Circular.

2. Dis-application of pre-emption rights and authority to allot shares

In order to facilitate investments in the ordinary course of implementing the Company’s proposed Investment Strategy, it is necessary for the Directors to seek authority from Shareholders at the Annual General Meeting pursuant to the Companies Act 2006 to, inter alia, issue Ordinary Shares for cash. The Directors may look to raise additional funds for the Company following the Annual General Meeting, subject to any necessary resolutions being approved by Shareholders.

Full details of the authorities the Directors are seeking at the Annual General Meeting are set out in the attached notice of Annual General Meeting.

3. Change of Name

Subject to Shareholders’ approval of the Proposals, it is proposed that the name of the Company be changed to DiscovOre plc.

No new share certificates will be issued to Shareholders holding share certificates as a result of the Company’s name change and existing share certificates will remain valid.

If Resolution 8 is approved, the change of name will be effective once Companies House has issued a new certificate on the change of name. This is expected to occur on or around 26 October 2020, being the day of the Annual General Meeting. The tradeable instrument display mnemonic (“TIDM”) of the Company is expected to change to ORE effective from 7.00 a.m. on 29 October 2020. The Company has also secured the domain, www.discovoreplc.com which subject to the resolutions being passed will become the Company’s new corporate website.

4. Investing Strategy

The Company intends to invest in companies, projects or assets that operate within, or are planning to operate within, the natural resource industry, as well as special situations that offer meaningful capital appreciation. This is in addition to investing in the developing market for medicinal or therapeutic Cannabis derivate, or related products, including but not limited to nutraceuticals, dietary supplements and cosmetic products which contain cannabis or hemp (cannabis which contains less than 0.2% THC) derived cannabinoids.

The Directors will be focused on making investments in both public and private companies and projects, and, in addition, will consider the acquisition of a business or businesses. The Directors’ primary objective is to achieve the best possible value over time for Shareholders, primarily through capital growth but potentially, in the future and only when felt prudent, dividend income.

The Company intends to be an active investor in situations where it can make a clear contribution to the progress and development of the investment. In more substantial investment opportunities, the Directors expect that the Company will be a passive investor.

The Directors believe that their collective experience, together with their extensive network of contacts, will assist them in the identification, evaluation and funding of appropriate investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence on prospective targets and their management teams. The Directors will also consider appointing additional directors and /or advisors with relevant experience if the need arises.

There will be no limit on the number of projects into which the Company may invest, and the Company may invest in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 55 of the AQSE Growth Market Rules. The Company may need to raise additional funds for these purposes and may use both debt and/or equity.

5. Annual General Meeting

There is attached to this Document the notice convening an Annual General Meeting of the Company to be held at the offices of Abbey House, 282 Farnborough Road, Hampshire, GU14 7NA at 10:30 a.m. on 26 October 2020 at which the Resolutions will be proposed to, inter alia, approve the change of Investment Strategy and to change the name of the Company, together with the standard annual general meeting Resolutions. A summary of some of the Resolutions is set out below.

Resolution 1 - which will be proposed as an ordinary resolution, seeks approval for the proposed Investment Strategy

Resolution 7 - which will be proposed as an ordinary resolution, seeks approval to authorise the Directors to issue shares pursuant to section 551 of the Companies Act 2006

Resolution 8 - which will be proposed as a special resolution, seeks approval to change the name of the Company to “DiscovOre plc” and that the Company’s memorandum and articles of association be amended to reflect such change of name

Resolution 9 - which will be proposed as a special resolution, seeks approval to disapply the statutory pre-emption rights under section 561 of the Companies Act 2006.

6. Board

Subject to Shareholders’ approval of the Proposals, it is proposed that Conrad Windham will become an Executive Director of the Company, Jeremy Thomas Ross will become a Non-Executive Director of the Company and Burns Singh Tennent-Bhohi will move into the role of Non-Executive Chairman of the Company.

7. Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the Annual General Meeting. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company’s Registrars, not later than 10:30 a.m. on 24 October 2020, being 2 days before the time appointed for holding the Annual General Meeting. You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the Annual General Meeting instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the Annual General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.

Recommendation

The Directors considers the Proposals to be in the best interests of the Company and the Shareholders as a whole and therefore recommend that you vote in favour of the Resolutions, as the Directors intend to do in respect of their own shares.

Yours faithfully,

Burns Singh Tennent-Bhohi

For and on behalf of the Board

Eurocann International plc

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Document

1 October 2020

Latest time and date for receipt of Forms of Proxy in respect of the Annual General Meeting

10:30 a.m. on 24 October 2020

Record Date for the Annual General Meeting

6:00 p.m. on 24 October 2020

Annual General Meeting

10:30 a.m. on 26 October 2020

Proposals becomes effective

Proposed ticker subject to the Proposals becoming effective

26 October 2020

ORE

DEFINITIONS

The following definitions apply throughout this Circular unless the context requires otherwise:

“Act”

the Companies Act, as amended

“Annual General Meeting”

the Annual General Meeting of Shareholders to be held at 10:30 a.m. on 26 October 2020 at the offices Abbey House, 282 Farnborough Road, Hampshire, GU14 7NA,

“Aquis Exchange”

Aquis Stock Exchange Plc, a recognised investment exchange under section 290 of the Financial Services and Markets Act 2000 (as amended);

“AQSE Growth Market”

the primary market for unlisted securities operated by Aquis Exchange;

“AQSE Growth Market Rules”

the AQSE Growth Market Rules for Issuers, which set out the admission requirements and continuing obligations of companies seeking admission to and whose shares are admitted to trading on the AQSE Growth Market;

“Articles” or “Articles of Association”

the articles of association of the Company from time to time;

“Board” or “Directors”

the directors of the Company at the date of this Document whose names are set out on page 4 of this Document;

“Business”

strategy to build a portfolio of digital assets, comprising apps, domain names, and the acquisition of websites;

“Circular” or “Document”

this document and its contents;

“Company” or “Eurocann”

Eurocann International plc, a company registered in England and Wales with registered number 06010900;

“Directors”

the current directors as at the date of this Document;

“FCA”

the Financial Conduct Authority;

“Form of Proxy”

the form of proxy accompanying the Circular for use at the Annual General Meeting;

“Investment Strategy”

the proposed new investment strategy of the Company as required by the AQSE Growth Market Rules and as set out in this Circular;

“Official List”

the Official List of the UK Listing Authority

“Ordinary Shares”

ordinary shares of £0.0001 each in the capital of the Company from time to time;

“Peterhouse”

Peterhouse Capital Limited, a company incorporated in England and Wales with company number 02075091 (authorised by the FCA with firm reference number 184761);

“Proposals”

The proposals set out in this Circular, whereby Shareholders are being asked to consider and, if thought fit, approve namely, inter alia, (i) the adoption of an Investment Strategy, (ii) the change of name of the Company to DiscovOre plc, (iii) the authority to allot new Ordinary Shares and (iv) the dis-application of pre-emption right;

“Resolutions”

the resolutions set out in the notice of Annual General Meeting contained within the Circular;

“Shareholders”

holders of Ordinary Shares in the Company from time to time;

“Sterling” or “£”

the lawful currency of the UK;

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland;

"US" or "United States"

the United States of America, its territories and possessions, any states of the United States of America and the District of Columbia and all other areas subject to its jurisdiction;