Golden Leaf Closes C$7.9 million Private Placement of Unsecured Convertible Subordinated Debenture Units
November 16 2018 - 10:25AM
NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
Golden Leaf Holdings Ltd. (the “Company”, “Golden Leaf” or the
“Issuer”) (CSE:GLH) (OTCQB: GLDFF) is pleased to announce the
closing of its previously announced offering (the "Offering") of
debenture units (the "Units") on a “best efforts” private placement
basis through Canaccord Genuity Corp. (the “Agent”) as sole agent
and bookrunner. Pursuant to the Offering, the Company issued a
total of 7,948 Units at a price of C$1,000 per Unit, for gross
proceeds of C$7,948,000.
Each Unit consists of one unsecured subordinated
convertible debenture (each a “Debenture” and collectively, the
“Debentures”) and 1,665 common share purchase warrants (the
"Warrants") of the Company. Each Debenture accrues interest at a
rate of 12.0% per annum until December 31, 2019 (the first interest
payment date), after which such interest rate will decrease to
10.0% per annum and be payable semi-annually until maturity. Each
Debenture is convertible into common shares of the Company (“Common
Shares”) at a price of C$0.30 per Common Share (the “Conversion
Price”), subject to adjustment in certain events. The Debentures
mature on November 16, 2021. Each Warrant entitles the holder
thereof to acquire one Common Share at a price of C$0.40 per Common
Share until November 16, 2020, subject to adjustment in certain
events.
Beginning on the date that is four months and
one day following closing of the Offering, the Company may force
conversion of the then outstanding principal amount of the
Debentures at the Conversion Price (plus the payment of accrued and
unpaid interest thereon in cash) on not less than 30 days’ notice
should the daily volume weighted average trading price of the
Common Shares exceed C$0.45 for any 10 consecutive trading
days.
The Debentures will rank pari passu in right of
payment of principal and interest with all other Debentures issued
under the Offering and shall be subordinated to all existing
secured indebtedness of the Company, including the issued and
outstanding senior secured convertible debentures of the
Company.
Net proceeds from the Offering will be used
primarily for working capital and general corporate purposes.
The Company paid a cash commission and issued an
additional 191 Units and 1,272,867 Warrants to the Agent as
compensation in connection with the Offering.
All Debentures and Warrants issued upon the
closing of the Offering are subject to a statutory hold period
lasting four months and one day following the closing date of the
Offering.
The securities offered have not been, nor will
they be, registered under the United States Securities Act of 1933,
as amended, and may not be offered or sold in the United States or
to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.
About Golden Leaf Holdings
Golden Leaf Holdings Ltd. is a Canadian company
with operations in multiple jurisdictions including Oregon, Nevada
and Canada, with cultivation, production and retail operations
built around recognized brands. Golden Leaf distributes its
products through its branded Chalice Farms retail dispensaries, as
well as through third-party dispensaries. Golden Leaf’s cannabis
retail operations and products are designed with the customer in
mind, focused on superlative in-store experience and quality
products. Visit goldenleafholdings.com to learn more. Visit
http://goldenleafholdings.com/ to learn more.
Investor Relations:Craig EastwoodChief
Financial OfficerGolden Leaf Holdings
Ltd.503-201-0659ir@goldenxtrx.com
Disclaimer: This press release contains
"forward-looking information" within the meaning of applicable
securities legislation. Forward-looking information includes, but
is not limited to, statements with respect to the Company’s future
business operations, the opinions or beliefs of management and
future business goals and the use of the net proceeds of the
Offering. Generally, forward looking information 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 state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking information is 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 forward-looking information, including but not
limited to general business, economic and competitive
uncertainties, regulatory risks including risks related to the
expected timing of the Company’s participation in the Adult Use
market, market risks, risks inherent in manufacturing operations
and other risks of the cannabis industry. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward looking information.
Forward-looking information is provided herein for the purpose of
presenting information about management’s current expectations
relating to the future and readers are cautioned that such
information may not be appropriate for other purpose. The Company
does not undertake to update any forward-looking information,
except in accordance with applicable securities laws. This Release
does not constitute an offer of securities for sale in the United
States, and such securities may not be offered or sold in the
United States absent registration or an exemption from
registration.
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