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Valiant Investments Plc (VALP)

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Wednesday 05 June, 2019

Valiant Investments Plc

General Meeting, Strategy and Placing

5 June 2019

VALIANT INVESTMENTS PLC

(“Valiant” or the “Company”)

Notice of General Meeting

Placing to Raise £262,742, Capital Reorganisation and Change of Strategy

General Meeting

The Company is pleased to announce that that it has posted a notice convening a General Meeting of the Shareholders to be held on 21 June 2019 at 10.30 a.m. at Peterhouse Capital Limited, third floor, New Liverpool House, 15 Eldon Street, EC2M 7LD.

A copy of the Circular will shortly be available at:  http://www.valiantinvestments.co.uk/

Conditional on passing of the Resolution at the General Meeting, Jeremy Ross and Burns Singh Tennent-Bhohi will join the board of Directors.

Jeremy Ross (aged 43) - Chief-Executive Officer

Jeremy Ross has over 20 years of experience in capital markets and marketing for small to mid-cap sized mining, cannabis, and technology companies. Mr. Ross is a director of Speakeasy Cannabis a publicly traded company he took public in 2018, Canadas largest outdoor grow cultivator.  He was a Director of Fission Uranium Corp TSX from 2013 to 2017, as well as the Corporate Development Consultant for Fission Energy when it was named a Top 50 TSX-V company for its performance. Mr. Ross was the head of corporate development for Able Auctions and Smart Tire systems, both of which graduated from the OTC-BB to the Amex stock exchange (NYSE). Mr. Ross currently holds multiple board positions with TSX, TSX.V & CSE listed companies.

Burns Singh Tennent-Bhohi (aged 25) Non-Executive Director

Mr S.T.Bhohi is the CEO and a Director of Glenpani Capital, a London UK based private investment company that also provides business consulting services to AIM, TSX-V, & ASX mining and exploration companies. Burns has assisted companies to restructure & refinance, while providing strategic corporate-planning to broaden market exposure and capital engagement through an international network of corporate brokers, project-level financiers, asset-banks and technical teams. A graduate of the University of Glasgow with a degree in Economics & Social Sciences, he also serves numerous leadership roles in management or as a board member. Burns, is currently on the Board of, Forum Energy Metals Corp, listed on the TSX-V:FMC

Proposed Name Change and Strategy

The General Meeting will consider, inter alia, amendment to the Investment Strategy and a name change of the Company to Eurocann International plc.

The proposed Investment Strategy is in the Medicinal Cannabis sector. 

Share Sub-Division and Consolidation

It is proposed to consolidate the Ordinary Shares of £0.001 on a one for 150 basis. The Ordinary Shares will simultaneously be sub-divided into Ordinary Shares of £0.0001.

Placing

Subject to the Resolutions being passed at the General Meeting, the Company has conditionally, on a post Sub-Division and Consolidation basis, placed 17,516,162 new Ordinary Shares at a price of £0.015, raising £262,742 before expenses, representing approximately 49.26% of the Enlarged Share Capital. The placees will also receive one Subscriber Warrant for every one Ordinary Share subscribed, at an exercise price of £0.025 per share, exercisable at any time from the General Meeting for a period of three years.

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 of this announcement without material amendment or adjustment.

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

ENQUIRIES:

Company

Valiant Investments plc

Conrad Windham

Telephone: 01366 500722

Corporate Adviser

Peterhouse Capital Limited

Guy Miller and Mark Anwyl

Telephone: 020 7220 9796

To Shareholders

Notice of General Meeting

AND    

Share Sub-Division

Share Consolidation

Disposal of Flamethrower Plc

Adoption of new Investing Strategy

Change of name to Eurocann International plc

Subscription for new Ordinary Shares

Electronic Communications

1.   Introduction

This Circular sets out the background to and the reasons for the disposal of Flamethrower, the adoption of an Investment Strategy and other matters to be proposed at the General Meeting. 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 General Meeting.

On 5 June 2019, the Board of the Company announced the conditional disposal of the entire 84.7 per cent. of the issued shares of Flamethrower (together with its wholly-owned subsidiary, Slot Right In Ltd), the Company’s subsidiary responsible for building a portfolio of digital assets, comprising apps, domain names, and, websites, for £1 nominal consideration, to Conrad Windham. In return, Conrad Windham has agreed to relinquish approximately £75,000 in salary owing to him. For the audited financial year end to 30 November 2017, the Company made a loss of £215,761 from turnover of £57,832, which was derived almost entirely from the principal activity of Flamethrower, and likewise the interim six-month results to 31 May 2018 show an £87,591 loss from turnover of £50,182. The intercompany loan of £145,810 owing from Flamethrower to Valiant will be forgiven through the execution of a deed of waiver, such that the intercompany debt will be extinguished. The Directors have opined on the Proposals and are of the view that the Disposal makes sense to stem the loss of cash and working capital from the Company.

Conditional upon the approval of the Proposals at the General Meeting, Peterhouse has placed 17,516,162 new Ordinary Shares at a price of £0.0150, raising £262,742 before expenses, pursuant to the Subscription. The funds raised will be used to recapitalise the Company and implement the Company’s proposed new Investment Strategy, for which, further details can be found in paragraph 6 below.

The Subscription Shares will be issued following the passing of the Resolutions.

Conditional on the passing of the Resolutions, Edward Taylor, will resign as a Director immediately following the conclusion of the General Meeting, and Burns Singh Tennent-Bhohi and Jeremy Ross will be appointed as Directors of the Company.

A notice convening a General Meeting at 10:30 a.m. on 21 June  2019, at the offices of Peterhouse Capital Limited, New Liverpool House, 15 Eldon Street, London, EC2M 7LD, to consider the Resolutions, is set out at the end of this Circular.

2.   Information on Flamethrower Plc

Flamethrower commenced its operations in mid-2016, with a strategy to build a portfolio of digital assets, comprising apps, domain names, and, more latterly, websites. The development and performance of each division is comprehensively outlined in the audited results to 31 November 2017 and in the interim results to 31 May 2018, announced on 20 August 2018.

3.   Background to and reasons for the Proposals

With the operations of Flamethrower producing losses as described in paragraph 1 above, the Board has undertaken a review of its operations. The Board has discussed requesting Shareholders’ consent to withdraw the Ordinary Shares from trading on the NEX Exchange Growth Market, in order to reduce the overhead corporate costs associated with trading on a regulated market. The Company was subsequently approached by investors introduced by Peterhouse and after review, the Board has decided that the Proposals are preferable in order to retain Shareholder value. Under the Proposals, the overhead of the Company will be reduced through the Disposal, and the proposed Investment Strategy and Subscription will give the Company new direction.

4.   The Disposal and Related Party Transaction

Pursuant to the SPA, the Company has agreed to sell its 84.7 per cent. shareholding in Flamethrower to Conrad Windham.

Conrad Windham is paying a nominal consideration of £1 for the 84.7 per cent. shareholding. In return, Conrad Windham has agreed to relinquish approximately £75,000 in salary owing to him. For the audited financial year end to 30 November 2017, the Company made a loss of £215,761 from turnover of £57,832, which was derived almost entirely from the principal activity of Flamethrower, and likewise the interim six-month results to 31 May 2018 show an £87,591 loss from turnover of £50,182. The intercompany loan of £145,810 owing from Flamethrower to Valiant will be forgiven through the execution of a deed of waiver, such that the intercompany debt will be extinguished.

The sale of the 84.7 per cent. shareholding in Flamethrower to Conrad Windham is also a related party transaction pursuant to Rule 55 of the NEX Exchange Rules, as Mr Conrad Windham is a Director of the Company.

5.   Share Sub-Division, Share Consolidation and Subscription

It is proposed that, simultaneously with the other proposed Resolutions, the share capital of the Company be reorganised as follows:

(a)  The Ordinary Shares of £0.001 will be consolidated into new ordinary shares of £0.15 pence each on the basis of one New Ordinary Share for every 150 ordinary shares of £0.001 each.

(b)  Each existing Ordinary Share with a par value of £0.15 will then be subdivided into:

(i)         One ordinary share of £0.0001 each; and

(ii)         One deferred share of £0.1499 each

Where the share capital reorganisation results in any Shareholder being entitled to a fraction of a new Ordinary Share, such fraction shall be aggregated and the Directors intend to sell (or appoint another person to sell) such aggregated fractions in the market and retain the net proceeds for the benefit of the Company.

Existing share certificates will cease to be valid following the Share Consolidation. New share certificates in respect of the new Ordinary Shares will be issued on or around 3 July 2019. No certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No application will be made for the Deferred Shares to be admitted to trading on the NEX Exchange Growth Market or any other investment exchange.

The new Ordinary Shares will be freely transferable and application will be made for the New Ordinary Shares to be admitted to trading on the NEX Exchange Growth Market. The Deferred Shares will be transferable only with the consent of the Company and will not be admitted to trading on the NEX Exchange Growth Market (or any other investment exchange). The holders of the Deferred Shares shall not, by virtue or in respect of their holdings of Deferred Shares, have any right to receive notice of any general meeting of the Company nor the right to attend, speak or vote at any such general meeting. Save as required by law, the Company need not issue share certificates to the holders of the Deferred Shares in respect of their holding thereof. The holders of Deferred Shares shall not be entitled to receive any dividend or distribution and shall only be entitled to any repayment of capital on a winding up once the holders of new Ordinary Shares have received £1,000,000 in respect of each new Ordinary Share held by them.

One consequence of the Share Consolidation is that Shareholders holding fewer than 150 existing Ordinary Shares will receive no new Ordinary Shares. This consequence is illustrated in the table below:

Number of existing Ordinary Shares currently held Number of New Ordinary Shares held
140 0
150 1
500 3
22,500 150

6.   The Subscription and the Warrants

Conditional upon the approval of the Proposals at the General Meeting, Peterhouse has placed 17,516,162 new Ordinary Shares at a price of £0.015, raising £262,742 before expenses.

In connection with the Subscription, it is proposed that the Company enter into a warrant instrument pursuant to which the Company will issue one Subscriber Warrant for every one Ordinary Share subscribed for pursuant to the Subscription or a total of 27,502,825 Subscriber Warrants. Entry into the warrant instrument is conditional on admission of the Subscription Shares, and on approval of all of the Resolutions.

Jeremy Ross and Burns Singh Tennent-Bhohi have subscribed for £26,768 in the Subscription

The Subscriber Warrants may be exercised at any time within 3 years of the completion of the Proposals and shall entitle the Subscribers to subscribe for one new Ordinary Share for each Subscriber Warrant held at a price of £0.025. In the event that a Subscriber exercises 100 per cent. of such Subscriber Warrants before the first anniversary from the General Meeting date, the Subscriber will be entitled to receive, upon exercise of each Subscription Warrant, one new warrant with an exercise price of £0.05 each, expiring 3 years after the entitlement becomes effective.

Further, it is also intended that Directors shall be awarded share purchase options to subscribe for up to 5,000,000 million new ordinary shares in aggregate, at an exercise price of £0.025 each for a period of 5 years from the date of issuance, vesting immediately on award, subject to the following condition:

a.   In the event that all or part of such options are exercised within 18 months from the date of issuance, then the holder shall receive, upon exercise of each option, one new bonus option with an exercise price of £0.05 each, expiring on the 5th anniversary of issue and vesting immediately on award.

Conditional on approval of the Proposals, the Directors Ordinary Shares and Options in the Company will be as follows:

Director Ordinary Shares Ordinary Shares as a percentage of the Enlarged Share Capital Options* Warrants
Conrad Windham 770,132 2.17 1,000,000 666,666
Jeremy Ross* 3,624,520 10.19 2,000,000 3,624,520
Burns Singh Tennent-Bhohi** 3,500,000 9.84 2,000,000 3,500,000

* Options as described in this paragraph 6.

* 2,666,666 shares are held through Opus 3 Consulting LTD, a company wholly-owned by Jeremy Ross.

** 833,334 held through Glenpani Capital Limited, a company 50% owned by Burns Singh Tennent-Bhohi.

** 2,666,666 held through 1-04 Tide Capital Limited, a company wholly-owned by Burns Singh Tennent-Bhohi.

Additionally, conditional on the Proposals being approved by Shareholders at the General Meeting, the Company has agreed to issue Peterhouse Broker Warrants to subscribe for new Ordinary Shares, exercisable at the Subscription Price equal to 2% of the Enlarged Share Capital of the Company, equating to 711,131 Broker Warrants, upon approval of the Resolutions, valid for a period of 5 years.

Neither the Subscriber Warrants nor the Broker Warrants will be admitted to trading on the NEX Exchange Growth Market.

7.   Use of Proceeds

The proceeds of the Subscription will be used for general working capital purposes and to further the Company’s proposed investment strategy, further details are found in paragraph 11 below.

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

In order to facilitate the proposed Subscription, as described above and to enable the Company to raise further funds to implement its intended Investment Strategy with minimal limitations, it is necessary for the Directors to seek authority from Shareholders at the General Meeting pursuant to the Companies Act 2006 to, inter alia, issue the Subscription Shares and to issue further shares for cash. The Directors may look to raise additional funds for the Company following the General Meeting, subject to any necessary resolutions being approved by Shareholders.

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

9.   Change of Name

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

New share certificates will be issued to Shareholders holding Ordinary Shares following the Share Consolidation and Share Sub-division and will display the Company’s new name.

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 24 June 2019, being the day of the General Meeting. The tradeable instrument display mnemonic (“TIDM”) of the Company is expected to change to BUD effective from 7.00 a.m. on 24 June 2019.

10.  Proposed Directors

Subject to the Resolutions being passed, it is proposed that immediately following the General Meeting, Burns Singh Tennent-Bhohi will join the Board as a Non-Executive Director and Jeremy Ross will join the board as Chief Executive Officer. Edward Taylor will resign from office with no compensation for loss of office, and will waive all claims against the Company under their appointment letters.

Jeremy Ross (aged 43) - Chief-Executive Officer

Jeremy Ross has over 20 years of experience in capital markets and marketing for small to mid-cap sized mining, cannabis, and technology companies. Mr. Ross is a director of Speakeasy Cannabis a publicly traded company he took public in 2018, Canadas largest outdoor grow cultivator.  He was a Director of Fission Uranium Corp TSX from 2013 to 2017, as well as the Corporate Development Consultant for Fission Energy when it was named a Top 50 TSX-V company for its performance. Mr. Ross was the head of corporate development for Able Auctions and Smart Tire systems, both of which graduated from the OTC-BB to the Amex stock exchange (NYSE). Mr. Ross currently holds multiple board positions with TSX, TSX.V & CSE listed companies.

Burns Singh Tennent-Bhohi (aged 25) Non-Executive Director

Mr S.T.Bhohi is the CEO and a Director of Glenpani Capital, a London UK based private investment company that also provides business consulting services to AIM, TSX-V, & ASX mining and exploration companies. Burns has assisted companies to restructure & refinance, while providing strategic corporate-planning to broaden market exposure and capital engagement through an international network of corporate brokers, project-level financiers, asset-banks and technical teams. A graduate of the University of Glasgow with a degree in Economics & Social Sciences, he also serves numerous leadership roles in management or as a board member. Burns, is currently on the Board of, Forum Energy Metals Corp, listed on the TSX-V:FMC

In addition to the proposed directorships of the Company, the Proposed Directors hold or have held the following directorships (including directorships of companies registered outside of England and Wales), or have been a partner in the following partnerships within the five years prior to the date of this Document:

Director Current Directorships/ Partnerships Past Directorships/Partnerships
Jeremy Ross Canex Energy Corp.
Catalina Gold Corp. Fission Uranium Corp.
Speakeasy Cannabis Club Ltd Fission 3.0 Corp.
Burns Singh Tennent-Bhohi DVYH196 Limited VNS Global Limited
Forum Energy Metals Corp. (TSX-V:FMC)
Glenpani Capital Limited
GPC 101 Limited
Lincoln Road
Loncad Limited
Tomas Capital Limited
VNS Global Limited
1-04 Tide Capital Limited

There is no further information that is required to be disclosed pursuant to Paragraph 21, Appendix 1 of the NEX Exchange Growth Market Rules for Issuers.

11.  Investing Strategy

The Company intends to invest in 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. The Directors believe that the market for products which are based on or contain cannabis derived cannabinoids is growing strongly due to the increased awareness of the benefits of cannabinoids to various aspects of health and because they are now legal in an increasing number of countries around the world.

The Company’s investment strategy is to invest in companies, projects or products that are either progressing medicinal/therapeutic cannabis research and development, or are developing or have already developed, products and require funding to progress plans or commercialise products.

Whilst the Directors will be principally focused on making investments in private businesses and projects, they would not rule out investing in listed businesses if that presents, in their judgment, an appropriate opportunity for Shareholders. In addition, the Directors 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 and Proposed 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 58 of the NEX Exchange Rules. The Company may need to raise additional funds for these purposes and may use both debt and/or equity.

The Directors have been advised that that under section 20 of MDA 1971, a person or corporate body may commit a potential offence in the UK if they assist in or induce the commission in any place outside the UK of “an offence punishable under the corresponding laws” in force in that place; such actual offence is only committed if it is punishable in the jurisdiction in which it is commissioned. As the Company intends to ensure that its activities will be lawful under the laws of the jurisdiction in which they take place (including the Jurisdictions) and that such Jurisdictions shall be signatories to the United Nations conventions on narcotics, the Directors believe that the Company’s implementation of its investment strategy will not amount to “an offence punishable under the corresponding laws” and as such, no offence will be committed under section 20 of MDA 1971.

The Directors have been advised that as no offence is committed under section 20 of the MDA 1971, there would be no liability to a section 19 MDA 1971 offence, which details the arguably similar offence of incitement to commit an offence under other provisions of the MDA 1971.

The Directors are also aware that under the POCA 2002, an individual commits a potential offence if they (a) conceal, convert or transfer criminal property, (b) enter into or become involved in an arrangement to launder and/or (c) use, acquire or possess criminal property, in the UK; however, under the SOCPA 2005, an activity outside of the UK that would usually be criminal under UK Legislation no longer constitutes an offence, subject to such activity being a lawful activity in the jurisdiction in which it took place. Given that the Company intends to ensure its activities are lawful in the jurisdiction in which they take place (including in the Jurisdictions), the Directors believe that any receipt by the Company of dividends from companies in which the Company has invested shall not amount to an offence under the POCA 2002 in the UK.

The main business activities of the Company will be its investments into those companies or projects conducting the lawful production of and research into Medicinal Cannabis in jurisdictions that are internationally recognised as having well-developed and reputable laws and regulations for the research and production of Cannabis and comply with the United Nation’s conventions on narcotics. The Board is aware of its legal duty to ensure that such activities are lawful and as such, will carefully consider each proposed investment to be made and its compliance with UK Legislation and seek appropriate legal advice in the UK and the jurisdictions prior to completing any investment.

Certain risks to and uncertainties for the Company are specifically described in Appendix I of this Document, titled “Risk Factors”.

11.1      Investment Committee

The Investment Committee is comprised of the Chief Executive Officer of the Company, Jeremy Ross. It has been established to allocate and invest capital. It will be responsible for commissioning appropriate technical, financial and legal due diligence on prospective investments, investment monitoring and reporting to the full Board on a regular basis.

11.2      Investment Identification

Investment identification will be the responsibility of the Investment Committee.

The Investment Committee will be responsible for commissioning appropriate technical, financial and legal due diligence on prospective investments. Professional advisers will be consulted, as required, on relevant technical and scientific matters and together with the Investment Committee may seek further technical and scientific advice.

As part of each investment analysis, the Investment Committee will liaise with and, if necessary, instruct Counsel(s) to produce a legal opinion relating to the terms and lawfulness of the Company’s proposed investment in the particular jurisdiction. The Investment Committee will review Counsel’s opinion to identify whether the investment is in line with a UK Counsel’s legal opinion in relation to the same matter and if necessary seek further UK legal advice. The Investment Committee will heed the advice provided by Counsel where the advice given reflects any negative legal or regulatory risks and will decline the proposed investment in such cases. In particular, the Investment Committee will seek to ensure that there is as little risk as possible of breaching POCA 2002, MDA 1971, MDDO 2001 and MDR 2001. The Investment Committee will also seek to avoid any risk of breaching Money Laundering legislation and will seek to ensure that any prospective future dividends will not contravene any laws, having particular regard to whether there may be any breach of POCA 2002.

Once the Investment Committee, with the assistance of a professional person, when required, has completed due diligence on a prospective investment, it will present its findings to the Non-Executive Directors for the full Board’s review. The Non-Executive Directors will in turn provide comments and recommendations to the Board as to whether the Company should pursue the prospective investment.

11.3      Investment Execution

Investments must be approved by the Board. In considering whether to pursue investments, the Board will take into account the comments of  professional person, as well as the Company’s NEX Exchange Corporate Adviser, which will assess any NEX Exchange Rules implications.

12.  Share certificates

New share certificates will be issued in respect of the new Ordinary Shares (following the share consolidation and share sub-division) held in certificated form and new share certificates will be issued in the name of Eurocann International plc.

13.  General Meeting

There is attached to this Document the notice convening a General Meeting of the Company to be held at the offices of Peterhouse Capital Limited at New Liverpool House, 15 Eldon Street, London, EC2M 7LD at 10:30 a.m. on 21 June 2019 at which the Resolutions will be proposed to, inter alia, approve the Proposed Directors, to give the Directors authority to issue the New Ordinary Shares, to approve the Disposal and to change the name of the Company. A summary of the Resolutions is set out below. Please note that unless all of the Resolutions are passed the Proposals outlined in this Document will not proceed.

At the General Meeting, the following Resolutions will be proposed, of which resolutions 1 to 7 will be proposed as ordinary resolutions and resolutions 8 and 9 will be proposed as a special resolution:

Resolution 1 - which will be proposed as an ordinary resolution, seeks approval for the Share Consolidation and Share Sub-Division

Resolution 2 - 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 3 - which will be proposed as an ordinary resolution, seeks approval for the Disposal

Resolution 4 - which will be proposed as an ordinary resolution, seeks approval for the proposed Investment Strategy

Resolution 5 – which will be proposed as an ordinary resolution, seeks approval for Jeremy Ross to be appointed to the board of the Company

Resolution 6 - which will be proposed as an ordinary resolution, seeks approval for Burns Singh Tennent-Bhohi to be appointed to the board of the Company

Resolution 7 – which will be proposed as an ordinary resolution, seeks approval for electronic communications with Shareholders and that the Company’s articles of association be amended to reflect such electronic communications

Resolution 8 – which will be proposed as a special resolution, seeks approval to change the name of the Company to “Eurocann International 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

14.  Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the 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, not later than 10:30 a.m. on 19 June 2019, being 2 business days before the time appointed for holding the 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 General Meeting instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.

Recommendation

The independent Non-Executive Director 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 Existing Directors intend to do in respect of their own shares.

Yours faithfully,

Edward Taylor

For and on behalf of the Board

Valiant Investments plc

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Document 5 June 2019
Latest time and date for receipt of Forms of Proxy in respect of the General Meeting 10:30 a.m. on 19 June 2019
Record Date for the General Meeting 6:00 p.m. on 19 June 2019
General Meeting 10:30 a.m. on 21 June 2019
Record Date for the Share Consolidation and Share Sub-Division 6:00 p.m. on 21 June 2019
Disposal, Share Consolidation and Share
Sub-Division becomes effective
21 June 2019
Despatch of definitive certificates for Ordinary Shares in certificated form 3 July 2019
Issue of the Subscription Shares and admission of these shares to trading on NEX On or around 27 June 2019
CREST stock accounts credited with the Subscription Shares in uncertificated form On or around 24 June 2019
CREST accounts credited with new Ordinary Shares 24 June 2019
Proposals and Subscription becomes effective 21 June 2019

SHARE CAPITAL STATISTICS

Ordinary Shares of £0.001 pence each in issue as at the date of the Document 1,208,058,666
Ordinary Shares of £0.0001 pence each in issue after the Consolidation and Share Sub-Division (based on the issued share capital stated above) 8,053,724

New Ordinary Shares to be issued pursuant to the Subscription

Subscriber Warrants to be issued pursuant to the Subscription
17,516,162
17,516,162
Broker Warrants to be issued on completion of the Subscription 711,131    
Shares issued in lieu of cash for services 9,986,663
Enlarged Share Capital 35,556,549
Subscription Shares as a percentage of the Enlarged Share Capital 49.26%
Fully diluted number of Ordinary Shares in issue following the Proposals set out in this Document 91,273,330
Subscription Price £0.015
Gross proceeds of the Subscription £262,742
Estimated net proceeds of the Subscription £240,000

DEFINITIONS

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

“Act” the Companies Act, as amended
“Admission”
admission of the Subscription Shares to trading on the NEX Exchange Growth Market, which is expected to become effective on 27 June 2019
“AIM” the market of that name operated by the London Stock Exchange;
“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 5 of this Document;
“Broker Warrants” the warrants to be granted to Peterhouse to subscribe for 2% of the Enlarged Share Capital of the Company, subject to approval of all Resolutions being passed, exercisable at the Subscription Price for up to 5 years;
“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 “Valiant” Valiant Investments plc, a company registered in England and Wales with registered number 06010900;
“Deferred Shares” the deferred shares of £0.1499 each in the capital of the Company to be created by the Share Sub-Division;
“Disposal” the proposed sale of the entire 84.7% shareholding of Flamethrower plc to Conrad Windham;
“Enlarged Share Capital” the issued ordinary share capital of the Company, as enlarged by the issue of the Subscription Shares;
“Existing Shareholders” holders of Ordinary Shares at the time of the General Meeting;
“Existing Directors” the current directors as at the date of this Document;
“FCA” the Financial Conduct Authority;
“Flamethrower plc” Flamethrower plc, a company registered in England and Wales with registered number 09929864;
“Form of Proxy” the form of proxy accompanying the Circular for use at the General Meeting;
“General Meeting” the General Meeting of Shareholders to be held at 10:30 a.m. on 21 June 2019 at the offices of Peterhouse Capital Limited, New Liverpool House, 15 Eldon Street, London, EC2M 7LD;
“Group” the Company and the Subsidiaries as at the date of this Document;
“Investment Strategy” the proposed new investment strategy of the Company as required by the NEX Exchange Rules and as set out in this Circular;
“Medicinal Cannabis” the use of cannabis and its constituent cannabinoids to treat disease or improve symptoms such as pain, muscle spasticity, nausea and other indications;
“MDA 1971” The Misuse of Drugs Act 1971;
“MDR 2001” The Misuse of Drugs Regulations 2001 (S.I. 2001/3998);
“MDDO 2001” The Misuse of Drugs (Designation) Order 2001;
“NEX Exchange” NEX Exchange Limited, a recognised investment exchange under section 290 of FSMA
“NEX Exchange Growth Market” the primary market for unlisted securities operated by NEX Exchange
“NEX Exchange Rules” the NEX Exchange 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 NEX Exchange Growth Market
“Official List”
 
the Official List of the UK Listing Authority
“Ordinary Shares” ordinary shares of £0.0001 each in the capital of the Company, following the Share Consolidation and Share Sub-Division;
“Peterhouse” Peterhouse Capital Limited, a company incorporated in England and Wales with company number 02075091 (authorised by the FCA with firm reference number 184761);
“POCA 2002” Proceeds of Crime Act 2002;
“Proposals” The proposals set out in this Circular, whereby Shareholders are being asked to consider and, if thought fit, approve namely  (i) the terms of the Disposal, (ii) the adoption of  an Investing Policy, (iii) the change of name of the Company to Eurocann plc, (iv) Share Sub-Division (v) Share Consolidation (vi) the authority to allot  new Ordinary Shares (vi) the dis-application of pre-emption rights and (vii) Electronic Communications;
“Proposed Directors” those persons whose names are set out on page 5 of this Document, whose appointment as directors of the Company is
conditional upon Admission;
“Resolutions” the resolutions set out in the notice of General Meeting contained within the Circular;
“Shareholders” holders of Ordinary Shares in the Company from time to time;
“Share Consolidation” the consolidation of the Company’s share capital in
accordance with Resolution 1
“Share Sub-Division” the subdivision of the Company’s share capital in
accordance with Resolution 1
“SPA” the conditional share sale and purchase agreement made between Conrad Windham and the Company in respect of the Disposal, to be entered into; 
“SOCPA 2005” Serious Organised Crime and Police Act 2005;
“Sterling” or “£” the lawful currency of the UK;
“Subscriber” the subscribers for the Subscription Shares;
“Subscriber Warrants” the warrants to be granted to the Subscribers to subscribe for one new Ordinary Share for every one Ordinary Share subscribed for pursuant to the Subscription at a post-consolidation price of £0.025 per Ordinary Share with a life to expiry of, 3-years from admission. Should the Subscriber exercise the warrants in full within 12-months of issue, the Subscriber shall receive a replacement warrant with a post-consolidation exercise price of £0.05 per ordinary share with a life to expiry of 3-years from admission. Further details can be found in paragraph 6 of the Non-Executive Director’s letter to Shareholders;
“Subscription” the conditional subscription of the Subscription Shares at the Subscription Price;
“Subscription Price” £0.015 per new Ordinary Share;
“Subscription Shares” the £0.0001 new Ordinary Shares to be issued by the Company pursuant to the Subscription;
“Subsidiaries” Flamethrower Plc and Slot Right In Ltd;
“UK Counsel” Legal counsel appropriately qualified in England and Wales;
"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;

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