Bhang Announces Delayed Filing of Annual Disclosure Documents - Seite 2

On January 7, 2020, the Company announced that its wholly-owned operating subsidiary, Bhang Corporation (“Bhang Corp.”), had entered into a termination agreement and mutual release, dated January 2, 2020, with CannaRoyalty Corp. d/b/a Origin House (“Origin House”) to terminate an exclusive California-based license agreement with Kaya Management, Inc., a wholly-owned subsidiary of Origin House. Bhang Corp. also announced that it contracted with Trava, Inc. and Hebran, Inc. to manufacture Bhang-branded products in California. In addition, Bhang Corp. also announced it contracted with Shelf-Life Distributing to distribute Bhang-branded products across California;

On January 22, 2020, the Company announced that DJ Muggs had been appointed as Chief Brand Strategist of the Company. In connection with the announcement, Bhang Corp. acquired a 50% membership interest in CB Brands LLC and CB Productions LLC in exchange for the issuance of an aggregate of 536,016 subordinate voting shares at a deemed price of Cdn. $0.50 per share;

On February 10, 2020, the Company announced that it had received a commitment from Cannabis Growth Opportunity Corporation (“CGOC”) to invest up to Cdn. $1,500,000 in a non-brokered private placement offering of units (“Units”), at a price of Cdn. $0.14 per Unit; with each Unit consisting of one subordinate voting share and one share purchase warrant. On February 10, 2020, the Company closed the first tranche of such commitment and issued a total of 3,571,428 Units. Furthermore, the Company and CGOC also completed a share-swap (the “Share-Swap”) whereby the Company received 3,149,606 common shares of CGOC, at a deemed price of Cdn. $0.635 per CGOC share, in exchange for the Company issuing 14,285,714 subordinate voting shares to CGOC, at a deemed price of Cdn. $0.14 per share. In connection with the Share-Swap, each of the Company and CGOC entered into a voting and resale agreement providing that each party will be required to vote the shares acquired under the Share-Swap as recommended by the other party and will be restricted from trading the shares for a period of 18 months;

On April 22, 2020, the Company announced that it had entered into a forbearance agreement (the “Forbearance Agreement”) with CGOC to extend the maturity dates of two of the Company’s 8% convertible promissory notes (collectively, the “Notes”) until May 31, 2020. In accordance with the Forbearance Agreement, the Company granted a general security interest over all property, assets and rights of the Company to CGOC, securing all amounts owing under the Notes. Furthermore, the Company announced that it had accepted the resignation of Scott Van Rixel from all Company positions, including as a Director, who was replaced by Graham Simmonds to fill the board vacancy, effective April 21, 2020. Mr. Simmonds was nominated by CGOC to serve as a Director of the Company pursuant to the Forbearance Agreement; and