VANCOUVER, March 11, 2020 /CNW/ - Harvest One Cannabis
Inc. ("Harvest One" or the "Company") (TSX-V: HVT;
OTCQX: HRVOF) is pleased to announce that MMJ Group Holdings
Ltd. ("MMJ") has agreed to extend the maturity date (the
"Extension") of a secured loan agreement (the "Loan
Agreement") with MMJ, an insider of the Company, for a loan in
the amount of $2,000,000, issued on
January 10, 2020 (the "Loan").
The Loan, as amended, continues to be secured by a general security
agreement over all of the present and future assets of the Company,
including intangibles, and continues to bear interest at a rate of
15% per annum on the principal amount outstanding. Pursuant to an
amending agreement between the Company and MMJ dated March 10, 2020 (the "Amending Agreement"),
the new maturity date of the Loan is June 8,
2020, subject to earlier repayment in certain
circumstances.
In consideration for the Extension, the Company has agreed to
issue such number of common share purchase warrants
("Warrants") equal to the quotient obtained by dividing
C$1,025,000 by $0.06, being the closing price of the common
shares of the Company (the "Common Shares") on the TSX
Venture Exchange (the "Exchange") on March 10, 2020. Each Warrant will entitle the
holder to purchase one Common Share at a price of $0.06 at any time until the earlier of: (i) the
date of the extension or renewal of the Loan; and (ii) the second
anniversary of the date of the issuance of the Warrants. The
issuance of the Warrants is subject to all necessary regulatory and
Exchange approvals. Should the Company fail to: (i) obtain Exchange
approval; or (ii) deliver the Warrants in a form satisfactory to
MMJ on or before April 6, 2020 (the
"Trigger Date"), the parties shall, for a period of 14 days
following the Trigger Date, negotiate amendments to the Amending
Agreement that would preserve the economics of the parties
contemplated by the Amending Agreement (a "Subsequent
Amendment"), and following such 14 day period, to the extent
that the Company and MMJ have not entered into a Subsequent
Amendment, the Amending Agreement shall be null and void ab
initio and, for greater certainty, the Loan Agreement shall
remain un-amended and in full force and effect.
The Extension and the issuances of Warrants to insiders are
considered related party transactions within the meaning of
Exchange Policy 5.9 and Multilateral Instrument 61-101
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company will rely on
exemptions from the formal valuation and minority shareholder
approval requirements in sections 5.5(g) and 5.7(1)(e) of MI 61-101
in respect of such insider participation on the basis of financial
hardship. Further details will be provided in the Company's
material change report to be filed on SEDAR.
The Common Shares issuable upon the exercise of the Warrants
will be subject to a hold period expiring four months and a day
from the date of issuance of the Warrants, in accordance with
applicable Canadian securities law.
The Company did not file a material change report in respect of
the related party transactions less than 21 days prior to
Extension, which the Company deems reasonable in the circumstances
so as to be able to extend the Loan in an expeditious manner.
About Harvest One
Harvest One is a global cannabis company that develops and
provides innovative lifestyle and wellness products to consumers
and patients in regulated markets around the world. The Company's
range of lifestyle solutions is designed
to enhance quality of life. Shareholders have significant
exposure to a broad cannabis value chain through its wholly-owned
subsidiaries: United Greeneries, a Licensed
Producer; Satipharm (medical and nutraceutical); and
Dream Water Global, and Delivra (consumer); as well as a
controlling interest in Greenbelt Greenhouse. For more
information, please visit www.harvestone.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release constitute
forward-looking information. These statements relate to future
events or future performance. The use of any of the words "could",
"intend", "expect", "believe", "will", "projected", "estimated" and
similar expressions and statements relating to matters that are not
historical facts are intended to identify forward-looking
information and are based on the Company's current belief or
assumptions as to the outcome and timing of such future events.
Actual future results may differ materially. The forward-looking
information contained in this press release is made as of the date
hereof, and the Company is not obligated to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable securities laws. Because of the risks, uncertainties,
and assumptions contained herein, investors should not place undue
reliance on forward-looking information. The foregoing statements
expressly qualify any forward-looking information contained
herein.
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.
SOURCE Harvest One Cannabis Inc.
