/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
VANCOUVER, Sept. 12, 2018 /CNW/ - RMR Science Technologies
Inc. ("RMR" or the "Corporation") (TSXV: RMS.P) is
pleased to announce that it has engaged Canaccord Genuity Corp.
("Canaccord Genuity") as lead agent and sole bookrunner in
connection with a commercially reasonable efforts private placement
of up to 10,000,000 subscription receipts (the "Subscription
Receipts") at a price of $0.50 per
Subscription Receipt (the "Issue Price") to raise gross proceeds of
a minimum of $3,000,000 up to a
maximum of $5,000,000 (the
"Offering").
Upon completion of the Qualifying Transaction (as described in
the Corporation's news release dated April
17, 2018), each Subscription Receipt will automatically
convert without any further action on the part of the holder into
one common share of RMR and one half of one common share purchase
warrant of RMR (each whole common share purchase warrant, a
"Warrant"). Each Warrant shall entitle the holder to acquire one
common share at an exercise price of $0.75 per common share for a period of two years
from the date of issuance. The Warrants shall also contain an
accelerated expiry provision wherein if the common shares of RMR
trade over $1.00 on the TSX Venture
Exchange for a period of ten consecutive trading days, RMR may
provide written notice to the holder that the Warrant shall expire
30 days from the date of that notice. The agents for the Offering
will receive a cash commission equal to 7.0% of the gross proceeds
raised and such number of broker warrants ("Broker Warrants") that
is equal to 7.0% of the number of Subscription Receipts sold by
such broker. Each Broker Warrant shall be exercisable to acquire
one Common Share at a price of C$0.50
for a period of two years from the date of issuance.
The Subscription Receipts will be issued in accordance with the
terms of a subscription receipt indenture that will provide that
the gross proceeds from the Offering will be held in escrow held
pending completion of the Qualifying Transaction. If the
Qualifying Transaction does not close on or before December 14, 2018 all funds will be returned to
the subscribers without deduction. The Offering is expected to
close during the last week of September.
The net proceeds from the Offering will be used to expand
cannÖgen's business and for general corporate purposes.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
About cannÖgen
cannÖgen possesses significant
intellectual property, including patents and trade secrets, which
are the basis of its Health Composition Products and Medical Foods
Formulations for humans and its products designed specifically for
pet health. cannÖgen also holds exclusive licenses for
comprehensive patent based intellectual property from respected
third-party biochemists for use in soluble biomass extraction,
soluble minerals and other related processes to allow water-based
compositions to be used in a number of cannŌgen products.
Forward-Looking Information Cautionary Statement
Certain statements contained in this press release constitute
forward-looking information. These statements relate to
future events or the Corporation's future performance. The
use of any of the words "could", "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 Corporation's
current belief or assumptions as to the outcome and timing of such
future events. Actual future results may differ
materially. In particular, the Corporation's stated use of
proceeds and its expectation as to the resumption of trading of the
Common Shares on the Exchange constitute forward-looking
information. Actual results and developments may differ
materially from those contemplated by forward-looking
information. Readers are cautioned not to place undue
reliance on forward-looking information. The statement made in this
press release are made as of the date hereof. The Corporation
disclaims any intention or obligation to publicly update or revise
any forward-looking information, whether as a result of new
information, future events or otherwise, except as may be expressly
required by applicable securities laws.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES
PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE
EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF
THIS RELEASE.
SOURCE RMR Science Technologies Inc.
