Eve & Co Completes Issuance of $550,000 Convertible Debentures
December 14 2020 - 8:56AM
Eve & Co Incorporated (“
Eve & Co” or the
“
Company”) (TSX-V: EVE; OTCQX: EEVVF) is pleased
to announce that it has successfully completed its non-brokered
financing of unsecured convertible debentures in the principal
amount of Cdn$550,000 (the “
Debentures”) to
certain individuals, including the Company’s Chief Executive
Officer, Melinda Rombouts. The proceeds from the Debentures will be
utilized for general working capital purposes.
The Debentures have a two-year term and bear
simple interest at a rate of 10% per annum. The principal amount of
the Debentures may be converted by the Debentures’ holder at any
time into common shares of the Company (“Common Shares”) at a
deemed price of $0.06 per Common Share during the first year of the
term and $0.10 per Common Share during the second year of the
term.
The interest payable under the Debentures shall
be paid in cash within five business days of each financial year
end or upon notice of early redemption by the Company. The
Debentures may be redeemed by the Company prior to the expiry of
their term at the option of the Company, subject to payment by the
Company of certain specified early redemption payments.
In addition, an aggregate of 4,581,500 share
purchase warrants (the “Warrants”) of the Company were issued
together with the Debentures (being 8.33 Warrants for each $1.00
principal amount of Debentures). Each Warrant entitles the holder
to acquire one Common Share at an exercise price of $0.06 per
Common Share for a period of two years from the date of issuance of
the Warrant.
“We are very pleased to have completed this
Debenture offering in such a short window of time. As the lead
investor in the offering, I am confident that the funds raised will
enable Eve to continue to flourish as we move to achieving the
sales targets and international shipments expected in early 2021.
This investment is reflective of the confidence our associates and
I have in the Company, its prospects and growth potential,” said
Melinda Rombouts, President and Chief Executive Officer of Eve
& Co.
No finders’ fees were paid in association with
this financing. All securities issued and issuable in connection
with the financing are subject to a statutory hold period expiring
on April 12, 2021.
Pursuant to the financing, the Chief Executive
Officer of the Company acquired Debentures in the aggregate
principal amount of $200,000. This issuance of the Debentures
and accompanying Warrants to the Chief Executive Officer
constitutes a "related party transaction" within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The transaction is
exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as at the time the transaction was agreed
to, neither the fair market value of the subject matter of, or the
fair market value of the consideration for, the transaction insofar
as it involves interested parties, exceeded 25% of the Company’s
market capitalization, pursuant to subsections 5.5(a) and 5.7(1)(a)
of 61-101.
The Company also announces the grant of
3,000,000 options to purchase Common Shares (the “Options”) to a
director. The Options are exercisable at a price of $0.055 per
share, for a term of five years. The terms of the Options granted
on December 11, 2020 are in accordance with the Company's stock
option plan.
ABOUT EVE & CO
Eve & Co, through its wholly-owned
subsidiary NMC, holds cultivation and processing licences under the
Cannabis Act (Canada) for the production and sale of various
cannabis products, including dried cannabis, cannabis plants and
extraction of cannabis oil and has received its European Union
certificate of Good Manufacturing Practice. NMC was Canada’s first
female-founded licensed producer of medicinal marijuana and
received its cultivation licence from Health Canada in 2016. Eve
& Co is led by a team of agricultural experts and has a
licensed 1,000,000 square foot greenhouse located in Strathroy,
Ontario.
The Company’s website can be visited at
www.evecannabis.ca.
The 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.
This news release includes statements containing
certain "forward-looking information" within the meaning of
applicable securities law ("forward-looking statements").
Forward-looking statements are frequently characterized by words
such as "plan", "continue", "expect", "project", "intend",
"believe", "anticipate", "estimate", "may", "will", "potential",
"proposed" and other similar words, or statements that certain
events or conditions "may" or "will" occur, and include, but are
not limited to, the negative of these words or other variations on
these words or comparable terminology. Although the Company
believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are
not guarantees of future performance and involve risks and
uncertainties that are difficult to control or predict. Therefore,
actual outcomes and results may differ materially from those
expressed in these forward-looking statements and readers should
not place undue reliance on such statements. Forward-looking
statements contained in this release including statements with
respect to the proposed use of proceeds of the financing and
potential conversion/exercise of the Debentures and Warrants,
amongst other matters. Forward-looking statements are subject to a
variety of risks, uncertainties and other factors that management
believes to be relevant and reasonable in the circumstances could
cause actual events, results, level of activity, performance,
prospects, opportunities or achievements to differ materially from
those projected in the forward-looking statements, including
general business and economic conditions, changes in laws and
regulations, product demand, changes in prices of required
commodities, competition, the effects of and responses to the
COVID-19 pandemic and other risks, uncertainties and factors set
out under the heading "Risk Factors" in the Company's management’s
discussion and analysis dated November 26, 2020 (the
"MD&A") and filed with Canadian securities regulators available
on the Company's issuer profile on SEDAR at www.sedar.com. The
Company cautions that the list of risks, uncertainties and other
factors described in the MD&A is not exhaustive and other
factors could also adversely affect its results. Readers are urged
to consider the risks, uncertainties and assumptions carefully in
evaluating the forward-looking statements and are cautioned not to
place undue reliance on such information. These forward-looking
statements speak only as of the date on which they are made, and
the Company undertakes no obligation to update them publicly to
reflect new information or the occurrence of future events or
circumstances unless otherwise required to do so by law.
For further information, please contact:
Melinda RomboutsPresident and Chief Executive Officer Eve &
Co IncorporatedTelephone: (855) 628-6337
Rory TaylorInterim Chief Financial Officer Eve & Co
IncorporatedTelephone: (855) 628-6337
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