Wildflower will sell up to 20 million subscription receipts at a price of $0.75 per Subscription Receipt.
Not for distribution to U.S. newswire services or for dissemination in the U.S.VANCOUVER, British Columbia, April 12, 2019 (GLOBE NEWSWIRE)
Wildflower Brands Inc. (CSE: SUN) (the “Company”) announces that it has entered into a brokered syndicated “best efforts” private placement led by Industrial Alliance Securities (the “Lead Agent”) with Sprott Capital Partners joining as a syndicate member (together with the Lead Agent, the “Agents”) for the sale of up to 20,000,000 subscription receipts (each a “Subscription Receipt” and collectively, the “Subscription Receipts”), at a price of $0.75 (the “Issue Price”) per Subscription Receipt (the “Offering”). The closing of the Offering is anticipated to occur on May 23, 2019 or such other date as the Agents and the Company may agree (the “Closing Date”).
In addition, the Company has granted the Agents an over-allotment option, exercisable in whole or in part, at the discretion of the Agents, for the purchase of up to an additional 15% of the Subscription Receipts sold by the Agents, at any time until the Closing Date.
The Company has announced that it has entered into a non-binding letter of intent to complete an acquisition of all of the issued and outstanding shares in the capital of City Cannabis Corp. (“City Cannabis”) by way of a share purchase agreement, plan of arrangement, amalgamation or similar type of transaction (the “Acquisition”).
The Acquisition is subject to the parties entering into a definitive agreement and the satisfaction or waiver of all the conditions contained in such definitive agreement including the receipt of shareholders’ and applicable regulatory approvals.Upon completion of the Acquisition and the satisfaction of certain other conditions (collectively, the “Escrow Release Conditions”), each Subscription Receipt will be deemed to be exchanged, subject to adjustment in certain events and without payment of any additional consideration, as set out in the subscription receipt agreement governing the Subscription Receipts, for one unit of the Company (each, a “Unit” and collectively, the “Units”), with each Unit comprised of one common share of the Company (each, a “Common Share” and collectively, the “Common Shares”) and one warrant to purchase one Common Share (each, a “Warrant” and collectively, the “Warrants”).
Each Warrant will be exercisable for one Common Share for a period of 12 months following the date the Escrow Release Conditions are satisfied, at a price of $1.00 per Common Share, subject to rights of adjustment and mandatory exercise in certain events, as set out in the warrant indenture governing the Warrants.The gross proceeds of the Offering (less the Agents’ expenses and 50% of the Agents’ fees) will be deposited in escrow on the Closing Date and will be released to the Company (net of the other 50% of the Agents’ fees) on the date upon which the Escrow Release Conditions are satisfied, provided that such date is on or before 5:00 p.m.
(Vancouver time) on August 30, 2019 (the “Escrow Release Deadline”). Subject to the Lead Agent’s sole discretion, escrowed proceeds from the President’s List (as defined below) may be released to the Company prior to the satisfaction of the Escrow Release Conditions.The net proceeds from the Offering will be used to fund the build out and expansion of City Cannabis’ retail distribution, build out the Company’s manufacturing capability in California, and for general working capital of the Company.
In consideration of the services rendered by the Agents in connection with the Offering, the Company has agreed to pay the Agents on the closing of the Offering an aggregate cash fee equal to: (a) 7.0% of the gross proceeds of the Offering (other than purchasers identified on a mutually agreed upon purchaser list (the “President’s List”)); and (b) 3% of the gross proceeds of the Offering resulting from purchasers on the President’s List.
As additional consideration for the services of the Agents, the Company agreed to grant to the Agents compensation options (the “Compensation Options”) entitling the Agents to subscribe for that number of Units as is equal to 7.0% of the total number of Subscription Receipts sold pursuant to the Offering (other than purchasers on the President’s List) and 3% of the total number of Subscription Receipts sold to purchasers on the President’s List. Each Compensation Option will be exercisable to acquire one Unit at an exercise price equal to the Issue Price for a period of two years following the date the Escrow Release Conditions are satisfied.
ABOUT WILDFLOWER BRANDS
Wildflower Brands Inc. is a Vancouver-based company developing and designing brands that focus on plant-based health and wellness products. All of our brands work in synergy toward the goal of becoming a global wellness leader.On Behalf of the Board of Directors“William MacLean”
Director and CEO
Cautionary and Forward-Looking Statements
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. Forward‐looking statements and information are often, but not always, identified by the use of words such as “appear”, “seek”, “anticipate”, “plan”, “continue”, “estimate”, “approximate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “would” and similar expressions.Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the cannabis industry in general such as operational risks in growing; competition; incorrect assessment of the value and potential benefits of various transactions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and government regulations; the ability to complete the Offering and the Acquisition; the intended use of the proceeds of the Offering; and the expected timing and terms of the Offering and the Acquisition. Accordingly, readers should not place undue reliance on the forward‐looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Canadian Securities Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.The Canadian Securities Exchange has in no way passed upon the merits of the proposed transactions and has neither approved nor disapproved of the contents of this press release.
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Wildflower Brands Inc.