ABcann Global Announces Closing of $30 Million Financing
December 22 2017 - 7:00AM
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
ABcann Global Corporation (TSXV:ABCN)
(“
ABcann” or the “
Company”) is
pleased to announce the closing of its non-brokered private
placement of convertible senior unsecured debentures (the
“
Debentures”) in the aggregate principal amount of
$30,000,000 (the “
Financing”).
As previously announced in the Company’s news
release of November 27, 2017, the Debentures will:
- mature on the date that is 36 months from the date of
issuance;
- bear interest at the rate of 7.0% per annum, computed on the
basis of a 360-day year composed of twelve 30-day months, and
payable semi-annually on the last day of June and December of each
year, commencing on June 30, 2018;
- be convertible, at the option of the holder, into common shares
in the capital of the Company (each, a “Share”) at
a conversion price of $1.50 per Share; and
- be convertible, at the option of the Company, into Shares if,
at any time commencing four months plus one day following the
closing date of the Financing, the daily volume weighted average
trading price of the Shares on the TSX Venture Exchange (the
“TSXV”) (or such other stock exchange or quotation
system as the Shares are then principally listed or quoted) for any
consecutive 10 day trading period is greater than $2.25 per
Share.
The proceeds of the Financing are expected to be
used by the Company to make strategic acquisitions in the cannabis
industry and for general working capital and corporate
purposes.
“As a result of the closing of the Financing,
ABcann’s cash position has increased to over $70 million and
positions us to pursue additional acquisitions, including our
recently announced proposed acquisition of Harvest Medicine Inc.,”
commented Barry Fishman, CEO and director of ABcann. “The
stronger cash position provides greater flexibility to execute
our growth strategy, complete current construction at our Vanluven
site, and obtain larger-scale, cost-effective production
capacity.”
The Debentures, and the Shares into which the
Debentures may be converted (collectively, the
“Securities”), are subject to restrictions on
resale under applicable Canadian securities laws for a period of
four months and one day from the closing of the Financing. None of
the Securities have been or will be registered under the United
States Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements. This news 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
jurisdiction in which such offer, solicitation or sale would
require registration or otherwise be unlawful.
MI 61-101 Disclosure
MMCAP International Inc. SPC (the
“Subscriber”), the sole subscriber under the
Financing, is a “related party” within the meaning of
Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions (“MI 61-101”) of
the Company and, as such, the issuance of the Debentures to
the Subscriber is a “related party transaction” within the meaning
of MI 61-101. However, the issuance is exempt from: (i) the
valuation requirement of MI 61-101 by virtue of the exemption
contained in Section 5.5(b), as the Shares are not listed on a
market specified in MI 61-101, and (ii) from the minority
shareholder approval requirement of MI 61-101 by virtue of the
exemption contained in Section 5.7(a) of MI 61-101, as the fair
market value of the Debentures does not exceed 25% of the Company’s
market capitalization. A material change report was not filed by
the Company 21 days before the closing of the Financing because the
Company did not know the date on which the Financing would close.
The Company moved to close the Financing immediately upon
satisfaction of all applicable closing conditions. In the view of
the Company, this was reasonable in the circumstances because the
Company wished to complete the Financing as soon as
practicable.
About ABcann:
ABcann holds production and sales licenses from
Health Canada. Its flagship facility in Napanee, Ontario contains
proprietary plant-growing technology, centred on its specially
designed, environmentally-controlled growing chambers. This
approach results in the production of pharmaceutical-grade cannabis
products.
The Company is expanding its cultivation
capacity and pursuing partnership and product development
opportunities domestically, as well as in select international
markets, such as Germany, Australia and Israel.
ON BEHALF OF THE BOARD OF DIRECTORS
"Barry Fishman"
Barry Fishman CEO and DirectorFor further information, please
contact:
- Barry Fishman (CEO and Director) at
barry.fishman@abcannglobal.com
- Aaron Keay (Director) at aaron@abcannglobal.com or
- Michael Bumby (CFO) at michael.bumby@abcannglobal.com
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Disclaimer for Forward-Looking Information
Certain statements in this news release are
forward-looking statements, which are statements that are not
purely historical, regarding the beliefs, plans, expectations or
intentions of ABcann and its management regarding the future.
Forward looking statements in this news release include statements
relating to the proposed use of proceeds of the Financing and
ABcann’s future plans with respect to cultivation, distribution and
imports into Germany, Australia and other international
jurisdictions. Such statements are subject to risks and
uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the
forward-looking statements, including that the proceeds of the
Financing may not be allocated as currently contemplated, and other
factors beyond the Company’s control. No assurance can be given
that any of the events anticipated by the forward-looking
statements will occur or, if they do occur, what benefits the
Company will obtain from them. Readers are urged to consider these
factors, and the more extensive risk factors included in the
Company’s filing statement dated March 31, 2017, which is available
on SEDAR, carefully in evaluating the forward-looking statements,
and are cautioned not to place undue reliance on such
forward-looking statements, which are qualified in their entirety
by these cautionary statements. The forward-looking statements in
this news release are made as of the date hereof and the Company
disclaims any intent or obligation to update publicly any such
forward-looking statements, whether as a result of new information,
future events or results or otherwise, except as required by
applicable securities laws.
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