Jushi Holdings Inc. Announces $15.25 Million Debt Financing Led by Insiders and Existing Shareholders
June 22 2020 - 5:31AM
Jushi Holdings Inc. (“Jushi” or the “Company”) (CSE: JUSH)
(OTCQX: JUSHF), a globally-focused, multi-state cannabis
and hemp operator, today announced the receipt of binding
subscriptions totaling approximately US$15.25 million for the
issuance of 10% senior secured notes ("Notes") and warrants to
acquire subordinate voting share (the "Warrants" and collectively,
the "Offering"), of which $12.35 million has been received.1 The
Company also received non-binding indications of interest for up to
an additional US$10 million of financing. The Offering is
expected to close on or before the date that the previously
announced acquisition of a Pennsylvania grower-processor
permit holder is completed. The Company intends to use US$15
million of the proceeds from the Offering to fund the cash portion
of the acquisition.
The Company expects all funds from the
subscriptions to be received on or before July 11, 2020. All
Notes will mature on January 15, 2023 and will bear interest of
10.0% per annum payable in cash quarterly. Jushi's obligations
under the Notes are secured by the assets of Jushi and certain of
its subsidiaries (subject to certain exclusions) and are also
guaranteed by certain subsidiaries of the Company and rank pari
passu with the currently outstanding 10% senior secured notes of
the Company. In connection with the Offering, the purchasers
of the Notes will also receive Warrants to acquire subordinate
voting shares of the Company at 75% coverage with an expiry date of
December 23, 2024, at an exercise price equal to US$1.25 (~CAD$1.70
as of 6/19/20). The Warrants contain a cash-less exercise
(net settlement) option available 12 months after issuance.
Jushi Chairman & CEO Jim Cacioppo subscribed
for US$1.5 million of the Notes with other insiders subscribing for
US$3.35 million of the Notes.
In connection with the Offering, the Company formed
a special committee of independent directors of the board of
directors of the Company (the "Special Committee"), comprised of
Stephen Monroe and Peter Adderton, to set, review, negotiate and
approve of the terms of the Offering. The Special Committee
engaged AltaCorp Capital Inc. to provide its opinion that the terms
of the Offering were fair, from a financial perspective, to the
Company.
This press release is for informational purposes
only and does not constitute an offer to sell, or a solicitation of
an offer to buy, nor shall there be any sale of the Notes in any
state or jurisdiction in which such offer, solicitation or sale is
unlawful.
________________________
1$8.3 million in subscriptions have closed
About Jushi Holdings Inc. We are a
globally focused cannabis and hemp company led by an
industry-leading management team. In the United States, Jushi is
focused on building a multi-state portfolio of branded cannabis and
hemp-derived assets through opportunistic acquisitions, distressed
workouts and competitive applications. Jushi strives to maximize
shareholder value while delivering high-quality products across all
levels of the cannabis and hemp ecosystem. For more information
please visit www.jushico.com or our social media channels,
Instagram, Facebook, Twitter and LinkedIn.
Forward-Looking Information and
Statements This press release contains certain
"forward-looking information" within the meaning of applicable
Canadian securities legislation and may also contain statements
that may constitute "forward-looking statements" within the meaning
of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. Such forward-looking
information and forward-looking statements are not representative
of historical facts or information or current conditions, but
instead represent only the Company’s beliefs regarding future
events, plans or objectives, many of which, by their nature, are
inherently uncertain and outside of the Company’s control.
Generally, such forward-looking information or forward-looking
statements can be identified by the use of forward-looking
terminology such as “plans,” “expects” or “does not expect,” “is
expected,” “budget,” “scheduled,” “estimates,” “forecasts,”
“intends,” “anticipates” or “does not anticipate,” or “believes,”
or variations of such words and phrases or may contain statements
that certain actions, events or results “may,” “could,” “would,”
“might” or “will be taken,” “will continue,” “will occur” or “will
be achieved”. The forward-looking information and forward-looking
statements contained herein may include, but are not limited to,
information concerning the expectations regarding Jushi, or the
ability of Jushi to successfully achieve business objectives, and
expectations for other economic, business, and/or competitive
factors.
By identifying such information and statements in
this manner, the Company is alerting the reader that such
information and statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
information and statements. In addition, in connection with the
forward-looking information and forward-looking statements
contained in this press release, the Company has made certain
assumptions. Among the key factors that could cause actual results
to differ materially from those projected in the forward-looking
information and statements are the following: the ability of Jushi
to successfully achieve business objectives, including with
regulatory bodies, employees, suppliers, customers and competitors;
changes in general economic, business and political conditions,
including changes in the financial markets; changes in applicable
laws; and compliance with extensive government regulation, as well
as other risks and uncertainties which are more fully described in
the Company’s Annual Information Form dated June 1, 2020 and other
filings with securities and regulatory authorities which are
available at www.sedar.com. Should one or more of these
risks, uncertainties or other factors materialize, or should
assumptions underlying the forward-looking information or
statements prove incorrect, actual results may vary materially from
those described herein as intended, planned, anticipated, believed,
estimated or expected.
Although the Company believes that the
assumptions and factors used in preparing, and the expectations
contained in, the forward-looking information and statements are
reasonable, undue reliance should not be placed on such information
and statements, and no assurance or guarantee can be given that
such forward-looking information and statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information and
statements. The forward-looking information and forward-looking
statements contained in this press release are made as of the date
of this press release, and the Company does not undertake to update
any forward-looking information and/or forward-looking statements
that are contained or referenced herein, except in accordance with
applicable securities laws. All subsequent written and oral
forward-looking information and statements attributable to the
Company or persons acting on its behalf is expressly qualified in
its entirety by this notice.
Investor Relations Contact:
Michael Perlman Executive Vice President of Investor Relations and
Treasury 561-453-1308 Investors@jushico.com
Media Contact:
Ellen Mellody MATTIO Communications
570-209-2947Ellen@Mattio.com
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