MONCTON, NB, Oct. 2, 2018 /CNW/ - Organigram Holdings Inc.
(TSX VENTURE: OGI) (OTCQX: OGRMF): This press release is being
disseminated as required by National Instrument 62-103 The Early
Warning System and Related Take Over Bids and Insider Reporting
Issues in connection with the acquisition of securities of
Eviana Health Corporation ("Eviana" or the "Company")
(CSE: EHC) (OTC:EVNNF) by Organigram Holdings Inc. (the
"Acquiror")
The Acquiror announced on October 2,
2018 that it had acquired 5,000 debenture units (the
"Debenture Units") consisting of: (i) $1,000 principal amount of senior unsecured
convertible debentures of Eviana (the "Debentures");
and (ii) one half of one common share ("Common Share")
purchase warrant of Eviana (each whole such purchase warrant, a
"Warrant"). Each full Warrant shall be exercisable by the
holder thereof for 870 Common Shares in the capital of Eviana (the
"Warrant Shares") at an exercise price per Warrant Share of
$1.30 for a period of 24 months from
the closing date of the debenture offering. The Debentures are
convertible into that number of fully paid and non-assessable
Common Shares of Eviana computed on the basis of the principal
amount of the Debenture being converted, divided by the conversion
price of $1.15 per Common Share at
the holder's option, or upon mandatory conversion at the request of
Eviana in the event that at any time after four months plus one day
following the closing date, the daily volume weighted average
closing price of the Common Shares on the Canadian Securities
Exchange ("CSE") is greater than $2.15 for any ten consecutive trading days.
The Debentures acquired are convertible into 4,347,826 Common
Shares of the Issuer and the Warrants acquired are exercisable into
2,175,000 Common Shares which represent approximately 21.44% of the
issued and outstanding Common Shares of the Issuer, expressed on a
partially-diluted basis.
Prior to the transaction, the Acquiror held no Debentures,
Warrants or Common Shares or any other rights to acquire securities
of the Issuer. After giving effect to the transaction, the Acquiror
owns Debentures convertible into 4,347,826 Common Shares of the
Issuer and Warrants exercisable into 2,175,000 Common Shares of the
Issuer. Assuming full conversion of the Debentures and full
exercise of the Warrants, the Acquiror would own an aggregate of
6,522,826 Common Shares of the Issuer representing approximately
21.44% of the issued and outstanding Common Shares of the Acquiror,
expressed on a partially-diluted basis.
The Acquiror acquired 5,000 Debenture Units at a price of
$1,000 per Debenture Unit for a total
of $5,000,000 on a private placement
basis for investment purposes.
The Acquiror may, depending on the market and other conditions,
increase, decrease or change its beneficial ownership over the
Debentures, Warrants or Common shares through market transactions,
private agreement, treasury issuances, exercise of convertible
securities or otherwise.The Acquiror has been granted board
representation rights, pursuant to which Eviana has agreed to
include one Acquiror designated candidate for election to the board
of directors of Eviana. This board seat shall be occupied by
Mr. Paolo De Luca, Chief Financial
Officer of the Acquiror.
A copy of the Early Warning Report filed under applicable
securities laws will be available under the Company's profile on
SEDAR (www.sedar.com). A copy of such report may also be obtained
by contacting the Acquiror
As disclosed on its SEDAR profile, the head office of the Eviana
is located at 5728 E. Boulevard, British
Columbia, V6M 4M4.
SOURCE OrganiGram