Exhibit 9(a)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2020

CANNABIS GLOBAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	Commission File Number	99-0539775
(State or other jurisdiction of incorporation or organization)	333-146404	(I.R.S. Employer Identification Number)

520 S. Grand Avenue, Suite 320, Los Angeles, CA 90071

(Address of Principal Executive Offices and Zip Code)

(310) 986-4929

(Issuer’s telephone number)

MCTC HOLDINGS, INC.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbols	Name of Exchange on Which Registered
Common	MCTC	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Section 5 - Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Effective March 30, 2020, the Registrant filed Articles of Conversion with the Delaware Secretary of State, electing to convert and re-domicile the Registrant from a Delaware corporation to a newly formed Nevada corporation named Cannabis Global, Inc. Concurrently, the Registrant filed Articles of Incorporation and Articles of Domestication with the Nevada Secretary of State incorporating the Registrant in Nevada under the name Cannabis Global, Inc. and accepting the re-domicile of Registrant’s Delaware corporation. There is no change to the Registrant’s fiscal year end.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On December 4, 2019, a majority of the shareholders eligible to vote met in a special meeting pursuant to Sections 2.03, 2.07 and 2.11 of the Company’s By-Laws, and Chapter 1, Delaware General Corporation Law § 228. The shareholders approved and authorized (i) re-domiciling the Company from Delaware to Nevada; (ii) changing the name of the Company from MCTC Holdings, Inc. to Cannabis Global, Inc.; and, (iii) seeking a corresponding change of name and new trading symbol for the Company with FINRA.

Section 8 - Other Events

Item 8.01 Other Events.

Consistent with the approval of the shareholders, the Registrant will file a Notice of Corporate Action with FINRA to formally change its name to Cannabis Global, Inc. and its trading symbol. The Registrant will update shareholders and the public upon an expected completion date for these matters.

Section 9 – Financial Statement and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Document	Location
3(i)	Articles of Incorporation, Cannabis Global, Inc.	Filed Herewith
20.1	Articles of Domestication, Cannabis Global, Inc.	Filed Herewith
20.2	Articles of Conversion, MCTC Holdings, Inc.	Filed Herewith
20.3	Majority Consent, Shareholders	Filed Herewith

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated April 2, 2020

CANNABIS GLOBAL, INC.
By:	/s/ Arman Tabatabaei
	Arman Tabatabaei
	(Principal Executive Officer)

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Exhibit 3(i)

Exhibit 20.1

Exhibit 20.2

Exhibit 20.3

WRITTEN CONSENT OF A MAJORITY OF THE SHAREHOLDERS
ELIGIBLE TO VOTE OF MCTC HOLDINGS, INC.

A Delaware Corporation

The undersigned, constituting a majority of the shareholders eligible to vote of MCTC Holdings, Inc., a Delaware Corporation (the “Company”), hereby adopts the following Written Consents, effective as of December 4, 2019, hereby waiving all notice of, and the holding of, a meeting of the shareholders to act upon such matters and resolutions, pursuant to Sections 2.03, 2.07 and 2.11 of the Company’s By-Laws, and Chapter 1, Delaware General Corporation Law § 228.

RECITALS

WHEREAS, on December 4, 2019, the Company’s Board of Directors executed a unanimous written consent approving the change of the Company’s domicile from Delaware to Nevada; changing the Company’s name from MCTC Holdings, Inc. to Cannabis Global, Inc.; and, seeking a corresponding change of the Company’s name and trading symbol with the Financial Industry Regulatory Authority (“FINRA”) and on OTC Markets; The Board of Directors called for a Special Meeting of the Shareholders to consider such actions.

WHEREAS, the undersigned constitute a majority of the Company’s shares eligible to vote on the question, and pursuant to Sections 2.03, 2.07 and 2.11 of the Company’s By-Laws, and Chapter 1, Delaware General Corporation Law § 228, may take any action required at any annual or special meeting of stockholders, 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;

WHEREAS, the undersigned constitute a majority of the shares eligible to vote and have considered and discussed the benefits of changing the Company’s domicile from Delaware to Nevada; changing the Company’s name to Cannabis Global, Inc.; and, filing a corporate action with FINRA to formally change its name and obtain a new trading symbol for the Company;

WHEREAS, pursuant to Section 2.11 of the Company’s By Laws, the undersigned have been advised by counsel to the Company that their act in approving the change of domicile, name change and corresponding name and symbol change with FINRA, is binding on the shareholders without further action by them or the Company’s Board of Directors;

Thus, BY MAJORITY CONSENT the undersigned, being a majority of the shareholders eligible to vote of the Company, approve and authorize (i) re-domiciling the Company from Delaware to Nevada; (ii) changing the name of the Company from MCTC Holdings, Inc. to Cannabis Global, Inc.; and, (iii) seeking a corresponding change of name and new trading symbol for the Company with FINRA;

CONSENTED FURTHER, that the appropriate Officers of the Company be, and they hereby are, authorized and empowered to execute such documents, take such steps and perform such acts as, in their judgment, may be necessary or convenient in carrying out the foregoing Written Consent consistent with the Company’s By Laws and Delaware law, including placing this Written Consent in the appropriate Books and Records of the Company, and that any such documents executed or acts taken by them shall be conclusive evidence of authority in so doing.

IN WITNESS WHEREOF, the undersigned have executed this Written Consent as of date first written above.

THE UNDERSIGNED BEING A MAJORITY OF THE SHAREHOLDERS ELIGIBLE TO VOTE OF MCTC HOLDINGS, INC.

/s/ Robert L. Hymers, III

Robert L. Hymers, III

Beneficial owner of 2,888,889 voting common shares 19.48%

/s/ Edward Manolos

Edward Manolos

Beneficial owner of 2,888,889 voting common shares 19.48%

/s/ Dan Nguyen

Dan Nguyen

Beneficial owner of 2,888,889 voting common shares 19.48%

Total Shares	Percent of Outstanding
8,666,667	58.44%