The enclosed Information Statement is being
distributed to the holders of record of common stock, par value $0.0001 per share (“Common Stock”), of MCTC Holdings,
Inc., a Delaware corporation (the “Company” or “we”) as of the close of business on July 10, 2019 (the
“Mailing Record Date”) under Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The purpose of the enclosed Information Statement is to inform our stockholders of action taken by written consent by the holders
of a majority of our outstanding voting stock pursuant to Title 8, Chapter 1, § 242(a)(1)(3), and § 242(b)(1)(2) of the
Delaware General Corporation Law, and, Article II Sections 3(d), 5, 7 and 8 of the Company’s By-laws,. The enclosed Information
Statement shall be considered the notice required under Section 228 of the Delaware General Corporation Law.
The following actions were authorized, by written
consent, by holders of a majority of our outstanding voting stock on July 3, 2019, (the “Written Consent”):
The Written Consent constitutes the only stockholder
approval required under the Delaware General Corporation Law, our Certificate of Incorporation and Bylaws to approve the Certificate
of Amendment. No consents or proxies are being requested from stockholders, and our Board of Directors is not soliciting your consent
or your proxy in connection with these actions. Pursuant to Rule 14c-2 under the Exchange Act, the Certificate of Amendment, as
approved in the Written Consent, will not become effective until at least 20 calendar days after the enclosed Information Statement
is first mailed or otherwise delivered to our stockholders entitled to receive notice thereof. The Company anticipates that the
amendments discussed above will be effected on or about the close of business on or about August 31, 2019, subject to regulatory
review by FINRA and the SEC, which could affect the effective date. The Company will advise shareholders of any amended effective
date by press release and filing of Form 8-K with the SEC.
INFORMATION STATEMENT
_____________________________________
WE ARE NOT ASKING YOU FOR A CONSENT OR
PROXY AND
YOU ARE REQUESTED NOT TO SEND US A CONSENT
OR PROXY.
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED
THIS IS NOT A NOTICE OF A SPECIAL MEETING
OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THE ACTIONS DESCRIBED IN THIS
INFORMATION STATEMENT HAVE BEEN APPROVED BY HOLDERS OF A MAJORITY OF OUR COMMON STOCK. WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY. THERE ARE NO DISSENTERS’ RIGHTS WITH RESPECT TO THE ACTIONS DESCRIBED IN THIS INFORMATION
STATEMENT.
This Information Statement advises stockholders of MCTC Holdings,
Inc. (the “Company “) of:
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an amendment to the Company’s Certificate of Incorporation
(the “Certificate of Amendment”) to: (i) approve a reverse stock split of the Company’s outstanding Common Stock
at a ratio of 1-for-15; (ii) decrease the Company’s authorized Common Stock from 290,000,000 shares, par value $0.0001 to
19,333,333 shares, par value $0.0015; and, (iii) a corresponding amendment to the Company’s Certificate of Incorporation,
after the reverse stock split, to increase the Company’s authorized shares to 300,000,000 shares, consisting of 290,000,000
shares of Common Stock, $0.0001 par value. The Company’s 10,000,000 shares of authorized but undesignated Preferred Stock,
$0.0001 par value is not affected by this Certificate of Amendment.
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Our Board of Directors approved the Certificate
of Amendment on July 3, 2019 (the Certificate of Amendment is referred to herein as the “Amendment”) and approved close
of markets on July 10, 2019 as the record date for determining shareholders eligible to vote to approve the Amendment (the “Voting
Record Date”). The Amendment was subsequently approved, by written consent, by stockholders holding a majority of our outstanding
voting Common Stock on the Voting Record Date (the “Written Consent”). Copies of the substantive text of the Certificate
of Amendment is attached to this Information Statement as Exhibit A.
The Amendment will not become effective until
20 calendar days after the enclosed Information Statement is first mailed or otherwise delivered to our stockholders as of the
Mailing Record Date. The Certificate of Amendment will only become effective upon the filing of the Certificate of Amendment with
the Delaware Secretary of State, which filing will occur no less than 20 days after the date of the mailing of this Information
Statement to our stockholders. Copies of this Information Statement will be mailed to the holders of record as of July 10, 2019
of the outstanding shares of the Company’s Common Stock.
AUTHORIZATION BY THE BOARD OF DIRECTORS AND THE MAJORITY STOCKHOLDERS
Under the Delaware General Corporation Law
and the Company’s Bylaws, any action that can be taken at an annual or special meeting of stockholders may be taken without
a meeting, without prior notice and without a vote if the holders of outstanding stock having not less than the minimum number
of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and
voted consent to such action in writing. As the holders of the Company’s Common Stock are entitled to vote on such matters,
approval of the Amendment required the approval of a majority of the Company’s outstanding voting rights. On the Voting Record
Date, the Company had 183,864,600 shares of common stock issued and outstanding with the holders thereof being entitled to cast
one vote per share. The written consent was executed by Robert L. Hymers (43,333,334 shares of common stock – 23.35% voting
rights; Edward Manolos (43,333,333 shares of common stock – 23.35%) and Dan Nguyen (43,333,333 shares of common stock –
23.35%), who together held 70.07% of the Company’s outstanding voting stock as of the Voting Record Date.
We have obtained all necessary corporate approvals
in connection with the Amendment. We are not seeking written consents from any other stockholder, and the other stockholders will
not be given an opportunity to vote with respect to the actions described in this Information Statement. This Information Statement
is furnished solely for the purposes of advising stockholders of the action approved by the Written Consent and giving stockholders
notice of the Amendment as required by the Delaware General Corporation Law and the Exchange Act.
As the Amendment was approved by the Written
Consent, there will be no stockholders’ meeting, and representatives of the principal accountants for the current year and
for the most recently completed fiscal year will not have the opportunity to make a statement if they desire to do so and will
not be available to respond to appropriate questions from our stockholders.
DESCRIPTION OF THE COMPANY’S CAPITAL STOCK
General
The Company’s authorized capital stock
currently consists of a total of 300,000,000 shares of Common Stock: 290,000,000 shares of Common Stock, $0.0001 par value per
share, and 10,000,000 shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”). As of July 10,
2019, there were: (i) 183,864,600 outstanding shares of Common Stock; and (ii) no shares of preferred stock outstanding. No proposal
or action of the Company concerns the Preferred Stock authorized by the Company’s Articles of Incorporation.
Common Stock
As of July 10, 2019, there were 183,864,600
shares of Common Stock outstanding. Holders of the Common Stock are entitled to one vote for each share held on all matters submitted
to a vote of the Company’s stockholders. Holders of Common Stock are entitled to receive ratably any dividends that may be
declared by the Board out of legally available funds, subject to any preferential dividend rights of any outstanding Preferred
Stock. Upon the Company’s liquidation, dissolution or winding up, the holders of Common Stock are entitled to receive ratably
the Company’s net assets available after the payment of all debts and other liabilities and subject to the prior rights of
any outstanding Preferred Stock. Holders of Common Stock have no preemptive, subscription, redemption or conversion rights. The
outstanding shares of Common Stock are fully paid and nonassessable. The rights, preferences and privileges of holders of Common
Stock are also subject to, and may be adversely affected by, the rights of holders of shares of any series of Preferred Stock which
the Company may designate and issue in the future without further stockholder approval.
Preferred Stock
The Board is currently authorized, without
further stockholder approval, to issue from time to time up to an aggregate of 10,000,000 shares of Preferred Stock in one or more
series and to fix or alter the designations, preferences, rights, qualifications, limitations or restrictions of the shares of
each series, including the dividend rights, dividend rates, conversion rights, voting rights, term of redemption including sinking
fund provisions, redemption price or prices, liquidation preferences and the number of shares constituting any series or designations
of such series without further vote or action by the stockholders. The issuance of Preferred Stock may have the effect of delaying,
deferring or preventing a change in control of management without further action by the stockholders and may adversely affect the
voting and other rights of the holders of Common Stock. The issuance of Preferred Stock with voting and conversion rights may adversely
affect the voting power of the holders of Common Stock, including the loss of voting control to others.
Vote Obtained – Title 8 Section 228
of the Delaware General Corporation Law
Section 228 of the Delaware General Corporation
Law provides that any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.
To eliminate the costs and management time
involved in soliciting and obtaining proxies to approve the Actions and to effectuate the Actions as early as possible to accomplish
the purposes of the Company as hereafter described, the Board of Directors of the Company voted to utilize, and did in fact obtain,
the written consent of the holders of a majority of the voting power of the Company. The consenting shareholders, all of which
are officers and directors of the Company, and their respective approximate ownership percentage of the voting stock of the Company
as of the Voting Record Date, which total in the aggregate 70.07% of the outstanding voting stock, are as follows: Robert L. Hymers
(43,333,334 shares of common stock – 23.35% voting rights; Edward Manolos (43,333,333 shares of common stock – 23.35%)
and Dan Nguyen (43,333,333 shares of common stock – 23.35%).
Pursuant to Section 228(e) of the Delaware
General Corporation Law, the Company is required to provide prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent to those stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting. This Information Statement is intended to provide such notice.
This Information Statement is being distributed pursuant to the requirements of Section 14(c) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) to the Company’s stockholders on the Record Date. The corporate action
described herein will be effective approximately 20 days (the “20-day Period”) after the mailing of this Information
Statement. The 20-day Period is expected to conclude on or about August 31, 2019.
The entire cost of furnishing this Information
Statement will be borne by the Company.
ACTION ONE
AMENDMENT TO OUR CERTIFICATE OF INCORPORATION
Reverse Stock Split
General
On July 3, 2019, the Board of Directors of
the Company approved, declared it advisable and in the Company’s best interest, and directed that there be submitted to the
holders of a majority of the Company’s common stock for approval, the prospective amendment to the Company’s Articles
of Incorporation to effect a 1-for-15 reverse split of the Company’s Common Stock (the “Reverse Stock Split”).
On July 3, 2019, stockholders of the Company owning a majority of the Company’s outstanding voting stock (the “Majority
Stockholders”) approved the Reverse Stock Split by written consent, in lieu of a special meeting of the stockholders.
Effects of Reverse Split
The corporate action provides for the combination
of our presently issued and outstanding shares of Common Stock into a smaller number of shares of identical Common Stock. This
is known as a “reverse stock split.” Under the proposal, each fifteen (15) shares of our presently issued and outstanding
Common Stock as of the close of business on the effective date of the approved director’s resolution will be converted automatically
into one (1) share of our post-reverse stock split Common Stock. Each fractional share shall be rounded up to the nearest whole
share and that the holders of lots that are less than 100 shares be rounded up to round lots of 100 shares.
Each stockholder will hold the same percentage
of our outstanding Common Stock immediately following the reverse stock split as he or she did immediately prior to the reverse
stock split, except for adjustments required due to the treatment of fractional shares. The Reverse Split does not change the number
of authorized shares of Preferred Stock.
Common Stock
Pre-Split Outstanding Shares
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Post-Split Outstanding Shares
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183,864,600
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12,457,640
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Reasons for the Reverse Stock Split
The primary purposes of the reverse stock split are to:
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Increase the per share price of our Common Stock;
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Provide the Company with the flexibility to issue additional shares to facilitate future acquisitions
and financings.
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The reduction in the number of issued and outstanding
shares of Common Stock to result from the reverse stock split is expected to increase the market price of the Common Stock to a
level above the current market trading price. While the Board believes that the shares of Common Stock will trade at higher prices
than those which have prevailed in the recent past, there can be no assurance that such increase in the trading price will occur
or, if it does occur, that it will equal or exceed the direct arithmetical result of the reverse stock split because there are
numerous factors and contingencies which could affect our market price.
The Company’s Common Stock is currently
quoted on the OTC Market Groups, Inc. “Current Information Pink Tier” under the symbol “MCTC.” A higher
per share price for the Common Stock may enable the Company to meet minimum bid price criteria for initial listing of the Common
Stock on a national securities exchange at such time as we implement our future business plans. Because trading of our Common Stock
is conducted in the over-the-counter market, an investor could find it more difficult to dispose of, or to obtain accurate quotations
as to the market value of, the Common Stock. In addition, because the Common Stock is not listed on a national securities exchange
and presently trades at less than $5.00 per share, trading in our Common Stock is subject to the requirements of certain rules
promulgated under the Exchange Act, which require additional disclosure by brokers or dealers in connection with any trades involving
a stock defined as a “penny stock.” Because our Common Stock is presently classified as a “penny stock,”
prior to effectuating any transaction in our Common Stock, a broker or dealer is required to make a suitability determination as
to the proposed purchaser of our Common Stock and to receive a written agreement, meeting certain requirements. The additional
burdens imposed upon brokers or dealers by such requirements could discourage brokers or dealers from effecting transactions in
our Common Stock, which could limit the market liquidity of our Common Stock and the ability of investors to trade our Common Stock.
The Board believes that the Reverse Stock Split
also could result in a broader market for our Common Stock than the current market. Many institutional investors are unwilling
or unable due to investment restrictions to invest in companies whose stock trades at less than $5.00 per share. Many investment
advisors are subject to internal restrictions on their ability to recommend stocks trading at less than $5.00 per share because
of a general presumption that such stocks may be highly speculative. In addition, stocks trading at less than $5.00 per share may
not be marginable under the internal policies of some investment firms. The reverse stock split is anticipated to result in a price
increase for our Common Stock relieving, to some extent, the effect of such limitations on the market for our Common Stock. Additionally,
brokerage commissions on the sale of lower priced stocks often represent a higher percentage of the sales price than commissions
on relatively higher priced stocks. The expected increase in trading price may also encourage interest and trading in our Common
Stock and possibly promote greater liquidity for our stockholders. We also believe that the current per share price of our Common
Stock has or may have a negative effect on our ability to use our Common Stock in connection with possible future transactions
such as financings, strategic alliances, acquisitions and other uses not presently determinable. However, there can be no assurances
that the reverse stock split will have the desired consequences.
Effects of the Reverse Stock Split
The reverse stock split will be effected and
will be effective upon a date on or after the expiration of the 20-day Period after the mailing of this Information Statement.
The 20-day Period is expected to conclude on or about August 31, 2019, subject to regulatory approval by FINRA and the SEC, which
could delay the effective date of the corporate action.
Adoption of the reverse stock split will reduce
the shares of Common Stock outstanding on the record date. The effect of the reverse split upon holders of Common Stock will be
that the total number of shares of our Common Stock held by each stockholder will be automatically converted into the number of
whole shares of Common Stock equal to the number of shares of Common Stock owned immediately prior to the reverse stock split divided
by fifteen (15), adjusted for any fractional shares. Each of our stockholders will continue to own shares of Common Stock and will
continue to share in the assets and future growth of the Company as a stockholder. Each fractional share shall be rounded up to
the nearest whole share and that the holders of lots that are less than 100 shares be rounded up to round lots of 100 shares. Each
stockholder’s percentage ownership interest in the Company and proportional voting power will change due to adjustments for
fractional shares.
Post-Split Increase in Authorized Shares
Concurrent with the effectiveness of the reverse
stock split, the Company’s Majority Stockholders approved a Certificate of Amendment to increase the number of to increase
the authorized shares of the Company to 300,000,000 shares, consisting of 290,000,000 shares of Common Stock, $0.0001 par value,
and 10,000,000 shares of authorized but undesignated Preferred Stock, $0.0001 par value.
Reasons for the Post-Effective Increase
in Authorized Shares
The resulting reduction in the number of issued
and outstanding shares of common stock, and the corresponding increase in the number of authorized shares after effectiveness of
the reverse stock split, will provide the Company with additional authorized but unissued Common Stock which could be utilized
for future asset acquisitions or to otherwise raise funds to help build the Company's business objectives.
Anti-Take Over Effects of the Reverse Stock
Split
The effective decrease and post-effective increase
in our authorized shares, could potentially be used by management to thwart a take-over attempt, or allow management to remain
intact, since after the closing of the reverse stock split, Messrs. Hymers, Manolos and Nguyen will constitute a majority of the
Company’s board of directors and its major stockholders controlling approximately 70.7% of the total number of issued and
outstanding shares of the Company. The foregoing, when considered with the over-all effects of the completion of reverse stock
split by the Company, might render it more difficult or discourage a merger, tender offer or proxy contest, or the removal of incumbent
management. The proposal could make the accomplishment of a merger or similar transaction more difficult, even if it may appear
beneficial to some shareholders.
Neither the Company’s articles nor its
by-laws presently contain any provisions having anti-takeover effects and this proposal is not a plan by management to adopt a
series of amendments to the Company’s charter or by-laws to institute an anti-takeover provision. The Company does not have
any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.
The advantage of the reverse stock split and
post-effective increase in our authorized shares, includes permitting the Company to pursue financing from investors, acquire assets,
and issue shares of common stock in exchange for possible financing. The main disadvantage to the reverse stock split is that it
may have an anti-takeover effect and discourage any potential mergers or tender offers.
No Dissenters Rights
In connection with the approval of the Reverse
Split, shareholders of the Company will not have a right to dissent and obtain payment for their shares under the Delaware General
Corporation Law, the Articles of Incorporation or Bylaws.
Accounting Matters
The Reverse Split will not affect the par value
of the Company’s Common Stock. As a result, on the effective date of the Reverse Split approved by the Company’s Board
of Directors, the stated capital on the Company’s balance sheet attributable to Common Stock would be increased from then
current amount by a factor that equals the Reverse Split ratio, and the additional paid-in capital account would be debited with
the amount by which the stated capital is increased. The per share net income or loss and net book value per share will be increased
because there will be less shares issued and outstanding.
Tax Consequences to Common Stockholders
The following discussion sets forth the material
United States federal income tax consequences that the Company’s management believes will apply with respect to the Company
and the shareholders of the Company who are United States holders at the effective time of the Reverse Split. This discussion does
not address the tax consequences of transactions effectuated prior to or after the Reverse Split, including, without limitation,
the tax consequences of the exercise of options, warrants or similar rights to purchase stock. For this purpose, a United States
holder is a shareholder that is: (i) a citizen or resident of the United States, (ii) a domestic corporation, (iii) an estate whose
income is subject to United States federal income tax regardless of its source, or (iv) a trust if a United States court can exercise
primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial
decisions of the trust. This discussion does not describe all of the tax consequences that may be relevant to a holder in light
of his particular circumstances or to holders subject to special rules (such as dealers in securities, financial institutions,
insurance companies, tax-exempt organizations, foreign individuals and entities and persons who acquired their Common Stock as
compensation). In addition, this summary is limited to shareholders who hold their Common Stock as capital assets. This discussion
also does not address any tax consequences arising under the laws of any state, local, or foreign jurisdiction. Accordingly, each
shareholder is strongly urged to consult with a tax adviser to determine the particular federal, state, local or foreign income
or other tax consequences to such shareholder related to any Reverse Split.
The Reverse Split is intended to be a tax-free
recapitalization to the Company and its stockholders, except for those stockholders who receive shares of Common Stock in lieu
of a fractional share. Stockholders will not recognize any gain or loss for federal income tax purposes as a result of the Reverse
Split, except for those stockholders receiving shares of Common Stock in lieu of a fractional share (as described herein). The
holding period for shares of Common Stock after the Reverse Split will include the holding period of shares of Common Stock before
the Reverse Split, provided that such shares of Common Stock are held as a capital asset at the effective time of the Amendment.
The adjusted basis of the shares of Common Stock after the Reverse Split will be the same as the adjusted basis of the shares of
Common Stock before the Reverse Split, excluding the basis of fractional shares. A stockholder who receives shares of Common Stock
in lieu of a fractional share generally may recognize gain in an amount not to exceed the excess of the fair market value of such
shares over the fair market value of the fractional share to which the stockholder was otherwise entitled.
THIS SUMMARY IS NOT INTENDED AS TAX ADVICE
TO ANY PARTICULAR PERSON. IN PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, THIS SUMMARY ASSUMES THAT THE SHARES OF COMMON STOCK
ARE HELD AS “CAPITAL ASSETS” AS DEFINED IN THE CODE, AND DOES NOT CONSIDER THE FEDERAL INCOME TAX CONSEQUENCES TO THE
COMPANY’S STOCKHOLDERS IN LIGHT OF THEIR INDIVIDUAL INVESTMENT CIRCUMSTANCES OR TO HOLDERS WHO MAY BE SUBJECT TO SPECIAL
TREATMENT UNDER THE FEDERAL INCOME TAX LAWS (SUCH AS DEALERS IN SECURITIES, INSURANCE COMPANIES, FOREIGN INDIVIDUALS AND ENTITIES,
FINANCIAL INSTITUTIONS AND TAX EXEMPT ENTITIES). IN ADDITION, THIS SUMMARY DOES NOT ADDRESS ANY CONSEQUENCES OF ANY REVERSE SPLIT
UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS. THE STATE AND LOCAL TAX CONSEQUENCES OF ANY REVERSE SPLIT MAY VARY AS TO EACH STOCKHOLDER
DEPENDING ON THE STATE IN WHICH SUCH STOCKHOLDER RESIDES.
AS A RESULT, IT IS THE RESPONSIBILITY OF EACH
STOCKHOLDER TO OBTAIN AND RELY ON ADVICE FROM HIS, HER OR ITS TAX ADVISOR AS TO, BUT NOT LIMITED TO, THE FOLLOWING: (A) THE EFFECT
ON HIS, HER OR ITS TAX SITUATION OF ANY FORWARD SPLIT, INCLUDING, BUT NOT LIMITED TO, THE APPLICATION AND EFFECT OF STATE, LOCAL
AND FOREIGN INCOME AND OTHER TAX LAWS; (B) THE EFFECT OF POSSIBLE FUTURE LEGISLATION OR REGULATIONS; AND (C) THE REPORTING OF INFORMATION
REQUIRED IN CONNECTION WITH ANY REVERSE SPLIT ON HIS, HER OR ITS OWN TAX RETURNS. IT WILL BE THE RESPONSIBILITY OF EACH STOCKHOLDER
TO PREPARE AND FILE ALL APPROPRIATE FEDERAL, STATE, LOCAL, AND, IF APPLICABLE, FOREIGN TAX RETURNS.
Tax Consequences for the Company
The Company should not recognize any gain or loss as a result of
the Reverse Split.
Fractional Shares
We will not issue fractional certificates for
post-reverse split shares in connection with the reverse split. To the extent any holders of pre-reverse split shares are entitled
to fractional shares as a result of the reverse stock split, each fractional share shall be rounded up to the nearest whole share
and that the holders of lots that are less than 100 shares be rounded up to round lots of 100 shares.
Share Certificate Transfer Instructions
The Company anticipates that the reverse split
will become effective on [Date], or as soon thereafter as is practicable, which we will refer to as the "effective date."
Beginning on the effective date, each certificate representing pre-reverse split shares will be deemed for all corporate purposes
to evidence ownership of post-reverse split shares.
Our transfer agent, Pacific Stock Transfer
Company 6725 Via Austi Pkwy, Suite 300, Las Vegas NV 89119, will act as exchange agent for purposes of implementing the exchange
of stock certificates. Holders of pre-reverse split shares may choose to surrender to the exchange agent certificates representing
pre-reverse split shares in exchange for certificates representing post-reverse split shares. Until a stockholder forwards a completed
letter of transmittal, together with certificates representing such stockholder’s shares of pre-Reverse Split Common Stock
to the transfer agent and receives in return a certificate representing shares of post-Reverse Split Common Stock, such stockholder’s
pre-Reverse Split Common Stock shall be deemed equal to the number of whole shares of post-Reverse Split Common Stock to which
such stockholder is entitled as a result of the Reverse Split.
DISTRIBUTION AND COSTS
We will pay the cost of preparing, printing
and distributing this Information Statement. Only one Information Statement will be delivered to multiple stockholders sharing
an address, unless contrary instructions are received from one or more of such stockholders. Upon receipt of a written request
at the address noted above, we will deliver a single copy of this Information Statement and future stockholder communication documents
to any stockholders sharing an address to which multiple copies are now delivered.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of July
10, 2019, certain information with respect to our equity securities owned of record or beneficially by (i) each of our Officers
and Directors; (ii) each person who owns beneficially more than 5% of each class of our outstanding equity securities; and (iii)
all Directors and Executive Officers as a group.
Common Stock
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Title of Class
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Name and Address
Of Beneficial Owner
(3)
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Amount and Nature of
Beneficial Ownership
(4)
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Percent
Of Class
(1)
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Common Stock
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Robert L. Hymers
(1,2)
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43,333,334
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23.35%
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Common Stock
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Edward Manolos
(1,2)
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43,333,333
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23.35%
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Common Stock
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Dan Nguyen
(1,2)
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43,333,333
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23.35
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Common Stock
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All Directors and Officers
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139,000,000
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70.07%
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(1)
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Unless otherwise indicated, based on 183,864,600 shares of common stock issued and outstanding as of July 10, 2019. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person.
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(2)
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Indicates one of our officers or directors.
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(3)
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Unless indicated otherwise, the address of the shareholder is 520 S. Grand Avenue, Ste. 320, Los Angeles, CA 90071.
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(4)
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For purposes of this Information Statement, “beneficial ownership” of securities is defined in accordance with Rule 13d-3 of the Securities and Exchange Commission. A beneficial owner is generally defined as: Any person who directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares voting power which includes the power to vote, or to direct the voting of such security; and/or investment power which includes the power to dispose, or to direct the disposition of, such security; and, Any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement, or device with the purpose of effect of divesting such person of beneficial ownership of a security or preventing the vesting of such beneficial ownership as part of a plan or scheme to evade the reporting requirements of section 13(d) or (g) of the Act.
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We are not aware of any person who owns of
record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than
as set forth above. We are not aware of any person who controls the issuer as specified in Section 2(a)(1) of the 1940 Act. There
are no classes of stock other than common stock issued or outstanding. We do not have an investment advisor.
There are no current arrangements which will
result in a change in control.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
SHARING AN ADDRESS
We will only deliver one information statement
to multiple stockholders sharing an address, unless we have received contrary instructions from one or more of the stockholders.
Also, we will promptly deliver a separate copy of this information statement and future stockholder communication documents to
any stockholder at a shared address to which a single copy of this information statement was delivered, or deliver a single copy
of this information statement and future stockholder communication documents to any stockholder or stockholders sharing an address
to which multiple copies are now delivered, upon written request to us at our address noted above. Stockholders may also address
future requests regarding delivery of information statements and/or annual reports by contacting us at the address noted above.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports,
proxy statements and other information with the SEC. The periodic reports and other information we have filed with the SEC, may
be inspected and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington DC 20549. You may obtain information
as to the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a Web site that contains
reports, proxy statements and other information about issuers, like the Company, who file electronically with the SEC. The address
of that site is www.sec.gov. Copies of these documents may also be obtained by writing our secretary at the address specified above.
Dated: July 26, 2019 MCTC HOLDINGS, INC.
By:
/s/
Arman Tabatabaei
Arman Tabatabaei
Principal Executive Officer
Exhibit
A
MINUTES OF ACTION AND CONSENT IN LIEU OF A SPECIAL
MEETING OF
THE SHAREHOLDERS OF MCTC HOLDINGS, INC
The undersigned, being shareholders of MCTC
Holdings, Inc., a Delaware corporation (the "Corporation"), in lieu of a special meeting of the Shareholders of the Corporation,
do hereby adopt the following resolutions to be effective as of the 24
th
day of July, 2019:
Revocation of Name Change Authorization
The shareholders of the Corporation revoke their
previous consent dated July 3, 2019 authorizing the change of the Corporation’s name to Cannabis Global, Inc. and the application
for a new trading symbol. The shareholder affirm the remainder of its July 3, consent, including authorization of a 1 for 15 reverse
stock split of the Corporation’s common stock, as follows:
Approval of Reverse Stock Split
BE IT RESOLVED, That the undersigned shareholders
of the Corporation hereby approve and authorize the effectuation of a 1 for 15 reverse stock split of the Corporation's common
stock for all shareholders of record as of July 10, 2019.
FURTHER RESOLVED, That in order to give effect
to the aforementioned stock split, a Certificate of Amendment be filed with the Delaware Secretary of State providing: (a) that
the authorized shares of common stock be 290,000,000, $0.0001 par value prior to the reverse split; (b) that authorized shares
of common stock be 19,333,333, $0.0015 par value after the reverse split; (c) that the number of shares affected will be one (1)
share of common stock for each fifteen (15) shares of common stock issued and outstanding and any rights to acquire the same; (d)
each fractional share shall be rounded up to the nearest whole share and that the holders of lots that are less than 100 shares
be rounded up to round lots of 100 shares; (collectively, the "Reverse stock Split').
Approval of Amendment to Certificate of Incorporation
FURTHER RESOLVED, That, immediately following
the Reverse Split, the undersigned shareholders of the Corporation hereby approve and authorize the filing of a Certificate of
Amendment with the Delaware Secretary of State providing for the amendment of the Corporation's Certificate of Incorporation amending
and replacing the first and fourth articles with the following:
"FOURTH"
(a) Authorization of Capital Stock. The aggregate
number of shares of stock which the Corporation shall have the authority to issue is Three Hundred Million (300,000,000) shares,
consisting of Two Hundred Ninety Million (290,000,000) shares of common stock, $0.0001 par value (the "Common Stock''), and
Ten Million (10,000,000) shares of authorized but undesignated preferred stock, $0.0001 par value (the "Preferred Stock"),
The Board of Directors is authorized to establish, from the authorized but undesignated shares of Preferred Stock, one or more
classes or series of shares, to designate each such class and series, and fix the rights and preferences of each such class of
Preferred Stock; which class or series shall have such voting powers (full or limited or no voting powers), such preferences, relative,
participating, optional or other special rights, and such qualifications, limitations or restrictions as shall be stated and expressed
in the resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time
to time by the Board of Directors prior to the issuance of any shares thereof. Except as provided in the resolution or resolutions
of the Board of Directors creating any series of Preferred Stock, the shares of Common Stock shall have the exclusive right to
vote for the election and removal of directors and for all other purposes. Each holder of Common Stock shall be entitled to one
vote for each share held.
FURTHER RESOLVED, at such time as that Corporation
has submitted the requisite documents and other information to the Financial Information Regulatory Authority. ("FINRA")
to process the Corporate Actions, that the proper officers of the Corporation be and hereby are authorized and directed to execute
on the Corporation's behalf the Certificate of Amendment in the form required by the Secretary of State of Delaware with such effective
date as the President of the Corporation deems appropriate, and be it
FURTHER RESOLVED, that in conjunction with the
Reverse Split, the Corporation is authorized to obtain a new CUSIP number for the Corporation's common stock; and be it
FURTHER RESOLVED, that the Board of Directors
shall direct and empower the officers of the Corporation, and each acting alone is, hereby authorized to do and perform any and
all such acts, including execution of any and all documents and certificates, as such officers shall deem necessary or advisable,
to carry out the purposes and intent of the foregoing resolutions, including but not limited to making the necessary filing of
the Amendment to the Corporation's Certificate of Incorporation with the Delaware Secretary of State, the filing of Form 8-K and
14C with the U.S. Securities & Exchange Commission, and the Corporate Action Notification with the Financial Industry Regulatory
Authority.
IN WITNESS WHEREOF, the undersigned, being shareholders
of the Corporation have executed this written action, setting forth the number of shares of the Corporation held, the entirety
of which shall be deemed to have been voted in favor of the foregoing resolutions as though they were present and voted at a meeting
of the shareholders. Before executing and delivering these Minutes of Action, the undersigned hereby acknowledges that he/she has
been given an opportunity to and has asked any questions he/she may have of the Corporation's management and has received answers
that are satisfactory to the undersigned.
SHAREHOLDERS Common Stock
/s/ Robert Leslie Hymers, III
43,333,334 common shares
Dated: July 24, 2019
/s/ Edward Manolos
43,333,333 common shares
Dated: July 24, 2019
/s/ Dan Van Nguyen
43,333,333 common shares
Dated: July 24, 2019