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DJ Valiant Investments Plc General Meeting, Strategy and Placing

 
TIDMVALP 
 
5 June 2019 
 
                            VALIANT INVESTMENTS PLC 
 
                         ("Valiant" or the "Company") 
 
                           Notice of General Meeting 
 
   Placing to Raise GBP262,742, 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 GBP0.001 on a one for 150 
basis. The Ordinary Shares will simultaneously be sub-divided into Ordinary 
Shares of GBP0.0001. 
 
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 GBP0.015, raising GBP262,742 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 GBP0.025 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 GBP1 nominal consideration, to Conrad Windham. In 
return, Conrad Windham has agreed to relinquish approximately GBP75,000 in salary 
owing to him. For the audited financial year end to 30 November 2017, the 
Company made a loss of GBP215,761 from turnover of GBP57,832, which was derived 
almost entirely from the principal activity of Flamethrower, and likewise the 
interim six-month results to 31 May 2018 show an GBP87,591 loss from turnover of 
GBP50,182. The intercompany loan of GBP145,810 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 GBP0.0150, 
raising GBP262,742 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 GBP1 for the 84.7 per cent. 
shareholding. In return, Conrad Windham has agreed to relinquish approximately 
GBP75,000 in salary owing to him. For the audited financial year end to 30 
November 2017, the Company made a loss of GBP215,761 from turnover of GBP57,832, 
which was derived almost entirely from the principal activity of Flamethrower, 
and likewise the interim six-month results to 31 May 2018 show an GBP87,591 loss 
from turnover of GBP50,182. The intercompany loan of GBP145,810 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 GBP0.001 will be consolidated into new ordinary 
shares of GBP0.15 pence each on the basis of one New Ordinary Share for every 150 
ordinary shares of GBP0.001 each. 
 
(b)  Each existing Ordinary Share with a par value of GBP0.15 will then be 
subdivided into: 
 
(i)         One ordinary share of GBP0.0001 each; and 
 
(ii)         One deferred share of GBP0.1499 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) 

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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 GBP1,000,000 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 Number of New Ordinary Shares 
currently held                     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 GBP0.015, 
raising GBP262,742 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 GBP26,768 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 GBP0.025. 
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 GBP0.05 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 GBP0.025 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 GBP0.05 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   Ordinary       Options*     Warrants 
                             Shares     Shares as a 
                                        percentage of 
                                        the Enlarged 
                                        Share Capital 
 
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/            Past Directorships/ 
                       Partnerships                      Partnerships 
 
Jeremy Ross            Canex Energy Corp. 
 
                       Catalina Gold Corp.               Fission Uranium Corp. 
 
                       Speakeasy Cannabis Club Ltd       Fission 3.0 Corp. 
 
Burns Singh            DVYH196 Limited                   VNS Global Limited 

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Tennent-Bhohi 
 
                       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 

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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       10:30 a.m. on 19 
respect of the General Meeting                                     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       6:00 p.m. on 21 June 
Sub-Division                                                            2019 
 
Disposal, Share Consolidation and Share                         21 June 2019 
Sub-Division becomes effective 
 
Despatch of definitive certificates for Ordinary Shares          3 July 2019 
in certificated form 
 
Issue of the Subscription Shares and admission of these On or around 27 June 
shares to trading on NEX                                                2019 
 
CREST stock accounts credited with the Subscription     On or around 24 June 
Shares in uncertificated form                                           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 GBP0.001 pence each in issue as at the         1,208,058,666 
date of the Document 
 
Ordinary Shares of GBP0.0001 pence each in issue after the            8,053,724 
Consolidation and Share Sub-Division (based on the 
issued share capital stated above) 
 
New Ordinary Shares to be issued pursuant to the                   17,516,162 
Subscription                                                       17,516,162 
 
Subscriber Warrants to be issued pursuant to the 
Subscription 
 
Broker Warrants to be issued on completion of the                 711,131 
Subscription 
 
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                    49.26% 
Share Capital 
 
Fully diluted number of Ordinary Shares in issue                   91,273,330 
following the Proposals set out in this Document 
 
Subscription Price                                                     GBP0.015 
 
Gross proceeds of the Subscription                                   GBP262,742 
 
Estimated net proceeds of the Subscription                           GBP240,000 
 
                                  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     the articles of association of the Company from 
Association"                   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 GBP0.1499 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 

(MORE TO FOLLOW) Dow Jones Newswires

June 05, 2019 11:51 ET (15:51 GMT)

DJ Valiant Investments Plc General Meeting, Strategy -5-

                               Growth Market 
 
"Official List"                the Official List of the UK Listing Authority 
 
 
"Ordinary Shares"              ordinary shares of GBP0.0001 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 "GBP"              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 GBP0.025 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 GBP0.05 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"           GBP0.015 per new Ordinary Share; 
 
"Subscription Shares"          the GBP0.0001 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; 
 
 
 
 
END 
 

(END) Dow Jones Newswires

June 05, 2019 11:51 ET (15:51 GMT)