BYND:CC - BYND Cannasoft Enterprises Inc. announces the adoption of a shareholder rights plan
(TheNewswire)
V ANCOUVER, British Columbia – TheNewswire - January 24,2024 - BYND Cannasoft Enterprises Inc. (NASDAQ:BCAN) (CSE:BYND)(“ BYND Cannasoft ” or the “ Company ”) is pleased to announce that itsboard of directors (the “ Board ”) has adopted a shareholder rightsplan (the “ Plan ”). While the Plan is effective immediately, itscontinuance is subject to the Plan being approved by the Company’sshareholders (the “ Shareholders ”) within six months. A specialgeneral meeting (the “ SGM ”) of the Shareholders has been scheduledfor February 27, 2024, for the purpose of obtaining approval to thePlan, amongst other things.
The Plan was adopted to help ensure, to the extentpossible, the fair treatment of the Shareholders in the event of anytake-over bid, other acquisition of control, and/or “creeping”take-over bid for the Company without payment to the Shareholders ofan adequate control premium. A creeping takeover bid occurs whereacquisition of a significant interest in the Company takes placethrough a number of share purchases over time. The Plan is similar torights plans adopted by other Canadian issuers. The Plan was notadopted in response to any specific proposal to acquire control of theCompany, and the Company is not aware of any such proposal.
The Plan has an initial term of three years provided itis ratified by the Shareholders at the SGM. The Plan is contained inan agreement between the Company and Computershare Investor ServicesInc., as rights agent, dated January 24, 2024, the full text of whichis available on the Company’s profile at www.sedarplus.ca and uponwritten request by email to gabi@cannasoft-crm.com .
Under the Plan, rights (the “ Rights ”) have beenissued to the holders of the Company’s common shares (the“ Common Shares ”) at a rate of one Right for each Common Share, and oneRight will be issued and attached to each subsequently issued CommonShare. The issuance of the Rights will not change the manner in whichthe Shareholders trade their Common Shares, and the Rights willautomatically attach to the Common Shares with no further action bythe Shareholders being required. The Rights issued under the Plan areexercisable at a discount to the then market price of the CommonShares, but only if an acquirer (together with certain relatedparties) becomes the beneficial owner of 15% or more of the CommonShares or commences a take-over without complying with the permittedbid provisions of the Plan.
The brief description of the Plan in this press releaseis qualified in its entirety by the full text of the Plan. Furtherdetails regarding the Plan will be included in the managementinformation circular prepared for the SGM.
About BYND Cannasoft EnterprisesInc.
BYND Cannasoft Enterprises is an Israeli-basedintegrated software and cannabis company. BYND Cannasoft owns andmarkets "Benefit CRM," a proprietary customer relationshipmanagement (CRM) software product enabling small and medium-sizedbusinesses to optimize their day-to-day business activities such assales management, personnel management, marketing, call centeractivities, and asset management. Building on our 20 years ofexperience in CRM software, BYND Cannasoft is developing an innovative new CRM platform to serve the needsof the medical cannabis industry. The Cannabis CRM System will includea Job Management (BENEFIT) and a module system (CANNASOFT) formanaging farms and greenhouses with varied crops.
BYND Cannasoft owns the patent-pending intellectualproperty for the EZ-G device. This device uses proprietary software toregulate the flow of low concentrations of CBD oil, hemp seed oil, andother natural oils into the soft tissues of the female reproductivesystem to potentially treat a wide variety of women's health issues.The EZ-G device includes technological advancements as a sex toy witha more realistic experience, and the prototype utilizes sensors todetermine what enhances the users' pleasure. The user can control thedevice through a Bluetooth app installed on a smartphone or otherportable device. The data will be transmitted and received from thedevice to and from the secure cloud using artificial intelligence(AI). The data is combined with other antonymic user preferences toimprove its operation by increasing sexual satisfaction.Commercialization of the EZ-G device is subject to receipt ofregulatory approvals.
For Further Information, please refer to theinformation available on the Company's website: www.cannasoft-crm.com , theCSE’s website: www.thecse.com/en/listings/life-sciences/bynd-cannasoft-enterprises-inc and on SEDAR+: www.sedarplus.ca .
Cautionary Note RegardingForward-Looking Statements
This press release includes certain statements that maybe deemed “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Actof 1933, as amended, and Section 21E of the U.S. Securities ExchangeAct of 1934, as amended. When used in this press release, the words“may”, “would”, “could”, “will”, “intend”,“plan”, “anticipate”, “believe”, “estimate”,“expect” and similar expressions are intended to identifyforward?looking statements. Those forward-looking statementsinclude, without limitation, statements regarding the Company'sexpectations for the growth of the Company's operations and revenue.Such statements are subject to certain risks and uncertainties, andactual circumstances, events or results may differ materially fromthose projected in such forward-looking statements.
Although the Company believes the expectationsexpressed in such forward-looking statements are based on reasonableassumptions, such statements are not guarantees of future performance,and actual events or developments may differ materially from those inforward-looking statements. Such forward-looking statementsnecessarily involve known and unknown risks and uncertainties, whichmay cause the Company’s actual performance and financial results infuture periods to differ materially from any projections of futureperformance or results expressed or implied by such forward-lookingstatements. Such statements reflect the Company's current views withrespect to future events and are subject to such risks anduncertainties. Many factors could cause actual results to differmaterially from the statements made, including future financialperformance, unanticipated regulatory requests and delays, finalpatents approval, and those factors discussed in filings made by thecompany with the Canadian securities regulatory authorities, including(without limitation) in the company's management's discussion andanalysis for the year ended December 31, 2022 and annual information form dated March 31, 2023, which areavailable under the company's profile at www.sedar.com, and in theCompany’s Annual Report on Form 20-F for the year then ended thatwas filed with the U.S. Securities and Exchange Commission on April27, 2023. Should one or more of these factors occur, or shouldassumptions underlying the forward-looking statements prove incorrect,actual results may vary materially from those described herein asintended, planned, anticipated, or expected. We do not intend and donot assume any obligation to update these forward?lookingstatements, except as required by law. Any such forward-lookingstatements represent management's estimates as of the date of thispress release. While we may elect to update such forward-lookingstatements at some point in the future, we disclaim any obligation todo so, even if subsequent events cause our views to change.Shareholders are cautioned not to put undue reliance on suchforward?looking statements.
Gabi Kabazo
Chief Financial Officer
Tel: (604) 833-6820
e?mail: ir@cannasoft-crm.com
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