EX-10 2 ex10_11.htm
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MCTC HOLDINGS, INC.
(In Process of Changing Name to Cannabis Global, Inc.)
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A Delaware Corporation
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
Up to $1,000,000
Offering Price:
$0.025 per Common Share
With 100% Warrant Coverage at $0.15 per Share
This document is for informational purposes only. The contemplated transactions
between Cannabis Global, Inc, and/or MCTC Holdings, Inc. and/or various
investors are pending at this time. Prospective investors should carefully read
and retain this Confidential Private Placement Memorandum (the "Memorandum").
This Private Placement Memorandum is confidential.
The Date of this Memorandum is June 21, 2019
THE SECURITIES OFFERED PURSUANT TO THE TERMS OF THIS PRIVATE PLACEMENT
MEMORANDUM ARE HIGHLY SPECULATIVE AND INVOLVE RISKS (SEE "RISK FACTORS"). NO ONE
SHOULD INVEST IN THIS OFFERING UNLESS THEY HAVE REVIEWED THIS PRIVATE PLACEMENT
MEMORANDUM CAREFULLY AND THEY ARE PREPARED TO BEAR THE RISK OF THIS ILLIQUID
INVESTMENT.
1
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), NOR QUALIFIED, APPROVED OR DISAPPROVED UNDER ANY
OTHER FEDERAL OR STATE SECURITIES LAWS. NEITHER THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") NOR ANY OTHER FEDERAL OR STATE REGULATORY AUTHORITY HAS
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF
THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE
SECURITIES OFFERED HEREIN MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
BY AN INVESTOR UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT AND, WHERE
REQUIRED, UNDER THE LAWS OF OTHER JURISDICTIONS, UNLESS SUCH PROPOSED SALE,
TRANSFER OR DISPOSITION IS EXEMPT FROM SUCH REGISTRATION.
NO OFFERING LITERATURE OR ADVERTISING OR ORAL REPRESENTATIONS SHALL BE USED IN
THIS OFFERING
EXCEPT THE INFORMATION USED IN THIS PRIVATE PLACEMENT MEMORANDUM. THE DELIVERY
OF THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT IMPLY THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. NO
PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION AND REPRESENTATIONS
MUST NOT BE RELIED UPON. EACH OFFEREE AND HIS OR HER AUTHORIZED REPRESENTATIVE
IS OFFERED THE OPPORTUNITY TO ASK QUESTIONS AND/OR RECEIVE ANSWERS FROM THE
COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN SUCH
ADDITIONAL INFORMATION AS HE OR SHE
SHALL DEEM NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH HEREIN
TO THE EXTENT
SUCH ADDITIONAL INFORMATION MAY BE OBTAINED BY THE COMPANY WITHOUT UNREASONABLE
EFFORT OR EXPENSE. DOCUMENTS REFERRED TO HEREIN ARE AVAILABLE FOR INSPECTION BY
POTENTIAL INVESTORS OR THEIR REPRESENTATIVES UPON REQUEST.
IMPORTANT NOTICES
THIS IS A PRIVATE OFFERING MADE PURSUANT TO APPLICABLE FEDERAL AND STATE
"PRIVATE PLACEMENT" EXEMPTIONS. THE SECURITIES MUST BE ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND ONCE ACQUIRED WILL NOT BE FREELY TRANSFERABLE.
THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION
IN ANY STATE OR JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL.
THIS MEMORANDUM CONSTITUTES AN OFFER ONLY IF DELIVERY OF THIS PRIVATE PLACEMENT
MEMORANDUM IS PROPERLY AUTHORIZED BY THE