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Digicann Ventures Ltd. signed a definitive agreement with 3Win Corp. for a reverse acquisition. This deal was first proposed at the beginning of August.

3Win would emerge the controlling entity with its shareholders holding approximately 97.3% the common shares of the resulting company. You can also read about it here The agreement. The deal structure involves three-cornered merging, with 3Win becoming Digicann’s wholly owned subsidiary.

3Win Distributes CCELL vapes to the cannabis and hemp industry. Its Canadian subsidiary holds licenses to cultivate and export cannabis, as well for handling psilocybin or psilocin.

Digicann intends to consolidate its shares before closing the RTO, valuing each share at 5 Canadian cents. Digicann held 22.1 million shares of common stock as of early August.

Nicholas Kuzyk will be the CEO of Serewin Corp., which is expected. He is currently CEO of Digicann, and Chief Strategy Officer of 3Win. If available, the new entity will trade on the Canadian Securities Exchange using the symbol SRWN. Rodney Hu, 3Win’s executive chairman, will serve as an independent chairperson.

Digicann is planning a special meeting of shareholders for the 7th November to seek approval. The CSE must also review the deal.

Digicann said that it could not guarantee the Proposed Transaction would be completed in the manner or at all proposed. The agreement does include a provision that Digicann will be charged a variable exit fee if 3Win fails to complete the transaction.

Digicann is expected to benefit from the deal, as it has been facing a lot of challenges. According to filings for the period ending June 30, Digicann reported total assets of $ 420,000 against total liabilities $1.08 million. This resulted in a $661, 000 working capital deficit. Digicann disclosed a total accumulated deficit of 216 million dollars.

The company reported a loss of $125,000 for the first half 2024 and no revenue from its continuing operations.