Nabis Holdings Announces Closing of $35 Million Private Placement of Debenture Units
March 26 2019 - 2:55PM
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES FOR DISSEMINATION IN THE UNITED STATES
Innovative Properties Inc. dba Nabis Holdings (CSE:NAB; OTC:INNPF,
FRA:7IP) (“
Nabis” or the
“
Company”) today announced that, further to its
news release dated March 7, 2019, the Company has completed a
private placement offering of debenture units (“
Debenture
Units”) of Nabis at the issue price of C$1,000 per
Debenture Unit for gross proceeds of $35,088,000, including the
partial exercise of the Agents’ option (the
“
Offering”). The Offering was co-led by
Canaccord Genuity Corp. and Eventus Capital Corp., together with a
syndicate of agents that included Desjardins Securities Inc.
(collectively, the “
Agents”).
Each Debenture Unit is comprised of C$1,000
principal amount of unsecured convertible debentures of Nabis (the
“Convertible Debentures”) and 1,111 common share
purchase warrants of Nabis (the “Warrants”). Each
Warrant shall be exercisable to acquire one common share of Nabis
(“Common Share”) at an exercise price of C$1.10
per Common Share (“Exercise Price”) until March
26, 2022 (the “Expiry Date”).
The Convertible Debentures will mature on March
26, 2022 (the “Maturity Date”) and will bear
interest at 8.0% per annum, payable on the last day of each
calendar quarter. The Convertible Debentures are convertible, at
the option of the holder, into Common Shares at any time prior to
the close of business on the last business day immediately
preceding the Maturity Date at a conversion price of C$0.90 per
Common Share (the “Conversion Price”). At any time
after July 27, 2019, the Company may force the conversion of all of
the principal amount of the then outstanding Convertible Debentures
at the Conversion Price if the daily volume weighted average
trading price of the Common Shares on the Canadian Securities
Exchange (the “CSE”) is greater than C$1.65 for
the preceding 10 consecutive trading days. Holders having their
Convertible Debentures converted will receive accrued and unpaid
interest thereon in cash. After March 26, 2020, the Company
may redeem, upon giving the Convertible Debenture holders not less
than 30 days’ and not more than 60 days’ notice, the Convertible
Debentures at a price equal to the then outstanding principal
amount, including all accrued and unpaid interest.
Commencing on July 27, 2019, the Company may
accelerate the Expiry Date of the Warrants if the daily volume
weighted average trading price of the Common Shares on the CSE is
greater than C$2.50 for the preceding 10 consecutive trading days.
If the Company exercises its Warrant acceleration right, the new
Expiry Date of the Warrants will be not less than 30 days following
the notice of such exercise. Further details on the Debenture
Units can be found in the Company's filings on www.sedar.com.
The Agents received a cash commission on the
sale of the Debenture Units of 6% of the gross proceeds of the
Offering, plus expenses, including legal fees. The Agents
also received 1,855,334 broker warrants, each carrying the right to
purchase one unit (each, a “Broker Unit”) at a
price of $0.90 per Broker Unit until March 26, 2021. Each Broker
Unit consists of one Common Share and one Warrant.
The net proceeds of the Offering will be used to
fund cannabis related investments, for strategic investment
opportunities and for general working capital purposes.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
described herein, and these securities were not offered or sold in
any jurisdiction in which their offer or sale would be unlawful.
The securities have not been and will not be registered under the
U.S. Securities Act of 1933, as amended, (the
“Act”) or any state securities laws of the
United States. Accordingly, these securities were not offered or
sold to persons within the United States unless an
exemption from the registration requirements of the Act and
applicable state securities laws is available.
About Innovative Properties Inc. (dba
Nabis Holdings)
Nabis Holdings is a Canadian investment issuer
that invests in high quality cash flowing assets across multiple
industries, including real property, securities, cryptocurrency,
and all aspects of the U.S. and international cannabis sector. Led
by two of the co-founders of MPX Bioceutical (CSE:MPX), one of the
largest takeovers in the U.S. Cannabis space to date, the company
has proven track record in emerging markets to create significant
shareholder value. The Company is focused on investing across the
entire vertically integrated aspects of the space with a focus
on revenue generation, EBITDA and growth.
ON BEHALF OF THE BOARD OF
DIRECTORS
“Shay Shnet”
Shay ShnetCEO and Director
For inquiries, please contact 604-687-7130 or
email info@nabisholdings.com.
The CSE does not accept responsibility
for the adequacy or accuracy of this release.
All statements, other than statements of
historical fact, included herein are forward-looking statements
that involve various risks and uncertainties. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. The risks are without limitations:
that investments will be completed by the Company or completed upon
the terms disclosed; the price for cannabis and related products
will remain consistent and the consumer demand remains strong;
availability of financing to the Company to develop the retail
locations; retention of key employees and management; changes in
State and/or municipal regulations of retail operations and changes
in government regulations generally. Important factors that could
cause actual results to differ, materially from the Company’s
expectations are disclosed in the Company’s documents filed from
time to time with the Canadian Securities Exchange, the British
Columbia Securities Commission, the Ontario Securities Commission
and the Alberta Securities Commission.
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