Symbol: TSX.V – HEMP
VANCOUVER, June 16, 2017 /CNW/ - Hempco Food and Fiber Inc.
(TSX.V: HEMP) ("Hempco® or the company") is pleased to provide
further details on the private placement offering announced by it
on June 7, 2017 and June 8, 2017.
On May 3, 2017, Hempco announced a
private placement offering of up to 4,000,000 units at a unit price
of $0.40 per unit for gross proceeds
of up to $1,600,000 (the "May
Offering"). On May 5, 2017,
Hempco announced that it intended to offer the units to existing
security holders. Hempco is no longer proceeding with the May
Offering, and it has been discontinued.
On June 7, 2017, Hempco announced
a new non-brokered private placement offering of units (the
"June Offering") in which it proposed to sell up to
11,382,113 units at a price of $0.3075 per unit. On June 8, 2017, Hempco and Aurora Cannabis Inc.
("Aurora") announced that they had entered into a
subscription agreement pursuant to which Aurora proposes to
purchase 10,558,676 units in the June Offering, subject to
conditions which must be met or waived by June 22, 2017. Those conditions
include:
- the completion of satisfactory due diligence on the Company by
Aurora.
- the execution of an Investor Rights Agreement between the
Company and Aurora on terms acceptable to the Company, including,
but not limited to, terms that allow Aurora to nominate two
directors to the Company's board of directors and provide Aurora
with rights to participate in any future offerings of the Company
to allow the Company not to be diluted in its shareholder interest.
For clarity, the Investor Rights Agreement shall contain terms that
allow Aurora the right of first refusal to participate up to 19.9%
in any future offerings or issuances of securities of the Company,
not including issuances:
-
- for compensatory purposes to directors, officers, employees or
consultants of the Company or its affiliates;
- pursuant to the exercise of existing convertible securities of
the Company that have been issued or granted as of the date of the
subscription agreement; or
- pursuant to any plan of arrangement, merger, business
combination, takeover bid or other acquisition of a third
party;
- Aurora must obtain a waiver from the TSX Venture Exchange (the
"TSX-V") allowing Aurora to invest in the Company pursuant to
Section 7.1 of the TSX-V Policy 5.3 – Acquisitions and
Dispositions of Non-Cash Assets.
- the entrance into call option agreements with each of
Charles Holmes and Angela Holmes that allows Aurora to purchase
shares of the Company from Charles
Holmes and Angela Holmes to
allow Aurora to become a 50.1% owner of the Issuer (the
"Additional Shares"). The call option agreements shall have
a 2 year term and shall allow ½ of the Additional Shares to be
purchased for $0.30 per share and the
other ½ of the Additional Shares to be purchased based on a 5 day
volume weighted average price of the share price of the Company
immediately prior to Aurora exercising the call option, subject to
a minimum price of $0.45 per share
and a maximum price of $0.65 per
share. Aurora may pay for the second ½ of the shares pursuant to
the call option (for clarity, the shares priced at a 5 day volume
weighted average price of the share price of the Company
immediately prior to Aurora exercising the call option, to a
maximum price of $0.65 per share) in
common shares of Aurora at market.
- approval of the subscription agreement by the Board of
Directors of Aurora.
In addition to Aurora's conditions, above, Aurora's subscription
is conditioned upon the Company receiving all necessary approvals
and consents, including the approval of the TSX Venture Exchange
and disinterested shareholder approval, if and as required, and to
the availability of an exemption from the prospectus requirements
for the issuance of the Units.
About Hempco
Hempco® and the Holmes family is a trusted and respected
pioneer, innovator and provider of premier hemp seed foods for 17
years. Hempco® is committed to a triple bottom line – People,
Planet, Profits and to capitalizing on the amazing hemp plant as a:
hemp foods, hemp fiber and hemp functional food / nutraceuticals,
"tri-crop" opportunity for producers and processors. Hempco® has
grown its business significantly and is generating value and
profits for shareholders.
ON BEHALF OF THE BOARD
"Charles
Holmes"
Charles Holmes
Chief Executive Officer
HEMPCO FOOD AND FIBER
INC.
(604) 317-3879
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.
Statements in this press release regarding the Company which
are not historical facts are "forward-looking statements" that
involve risks and uncertainties. Such information can
generally be identified by the use of forwarding-looking wording
such as "may", "expect", "estimate", "anticipate", "intend",
"believe" and "continue" or the negative thereof or similar
variations. Since forward-looking statements address future events
and conditions, by their very nature, they involve inherent risks
and uncertainties such as the risk that the closing may not occur
for any reason. Actual results in each case could differ
materially from those currently anticipated in such statements due
to factors such as the decision of the TSXV to reject any grant of
options or any person to act as investor relation service
providers. Except as required by law, the Company does not intend
to update any changes to such statements.
SOURCE Hempco Food and Fiber Inc.