/THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS
NOT INTENDED FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
NAPANEE, ON, Jan. 29, 2018 /CNW/ - ABcann Global
Corporation (TSXV:ABCN) ("ABcann" or the "Company")
announced today that it has entered into an agreement with
Canaccord Genuity Corp. and Eight Capital, on their own behalf and
on behalf of a syndicate of underwriters (the
"Underwriters"), pursuant to which the Underwriters will
purchase, on a bought deal basis pursuant to the filing of a short
form prospectus, an aggregate of: (i) 11,500,000 units (the
"Units") of the Company at a price of $3.50 per Unit (the "Unit Offering Price")
for aggregate gross proceeds of $40,250,000 (the "Unit Offering"); and
(ii) 30,000 unsecured convertible debentures of the Company (the
"Convertible Debentures" and, together with the Units, the
"Offered Securities") at a price of $1,000 per Convertible Debenture (the
"Debenture Offering Price") for aggregate gross proceeds of
$30,000,000 (the "Debenture
Offering" and, together with the Unit Offering, the
"Offering").
Each Unit will consist of one common share (a "Common
Share") and one half of one common share purchase warrant (each
full warrant, a "Warrant") of the Company. Each Warrant will
be exercisable to acquire one Common Share for a period of two
years following the closing of the Offering (the "Closing")
at an exercise price of $4.25 per
Common Share, subject to adjustment in certain events. In the event
the Common Shares have a daily volume weighted average trading
price of $7.00 or higher over a
period of 15 trading days (the "Acceleration Trigger"), the
Company shall be entitled to accelerate the exercise period of the
Warrants to a period ending not less than 30 days from the date
written notice of such Acceleration Trigger is provided, by news
release, to Warrant holders.
The Convertible Debentures will have a maturity date of three
years from the Closing (the "Maturity Date") and will bear
interest from the date of Closing at 6.0% per annum, payable
semi-annually on June 30 and
December 31 of each year. The
Convertible Debentures will be convertible, at the option of the
holder, into Common Shares at any time prior to the close of
business on the last business day immediately preceding the
Maturity Date at a conversion price of $4.00 per Common Share.
The Company has agreed to grant to the Underwriters an option
(the "Over-Allotment Option") to purchase up to (i)
1,725,000 additional Units at the Unit Offering Price; and (ii)
4,500 additional Convertible Debentures at the Debenture Offering
Price. The Over-Allotment Option shall be exercisable, in whole or
in part, at any time on or before the 30th day following
the Closing Date for the purpose of satisfying over-allotments, if
any, and for market stabilization purposes. In the case of the
Over-Allotment Option in respect of the Unit Offering, the
Underwriters may elect to exercise the Over-Allotment Option to
acquire additional Units, Common Shares and/or Warrants. If the
Over-Allotment Option is exercised in full, $10,537,500 in additional gross proceeds will be
raised pursuant to the Offering and the aggregate gross proceeds of
the Offering will be $80,787,500.
The Units will be offered by way of a short form prospectus to
be filed in certain provinces of Canada, other than Quebec. The Company intends to use the net
proceeds from the Offering for construction and development at the
Company's existing Vanluven facility and planned Kimmett facility;
product development; corporate development purposes; and general
working capital.
The Company and the Underwriters will also use commercially
reasonable efforts to qualify under the Prospectus the distribution
of the Common Shares issuable upon conversion of existing unsecured
convertible debentures of the Company issued on December 21, 2017 in the principal amount of
$30,000,000.
The Offering is expected to close on or about February 21, 2018 and is subject to certain
conditions, including, but not limited to, the receipt of all
necessary regulatory and stock exchange approvals, including the
approval of the TSX Venture Exchange and applicable securities
regulatory authorities.
The securities being offered have not been, nor will they be,
registered under the United States
Securities Act of 1933, as amended, and may not be offered
or sold in the United States or
to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any
sale of, any securities in any state in which such offer,
solicitation or sale would be unlawful.
About ABcann:
ABcann holds production and sales licenses from Health Canada.
Its flagship facility in Napanee,
Ontario contains proprietary plant-growing technology,
centred on its specially designed, environmentally-controlled
growing chambers. This approach results in the production of
pharmaceutical-grade cannabis products.
The Company is expanding its cultivation capacity and pursuing
partnerships and product development opportunities domestically, as
well as in select international markets, such as Germany, Australia and Israel.
ON BEHALF OF THE BOARD OF DIRECTORS
"Barry Fishman"
Barry
Fishman
CEO and Director
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.
Disclaimer for Forward Looking Statements
Certain statements in this news release are forward-looking
statements, which are statements that are not purely historical,
regarding the beliefs, plans, expectations or intentions of ABcann
and its management regarding the future. Forward looking statements
in this news release include statements relating to: the proposed
Offering; the use of proceeds thereof; the required approvals in
connection therewith; and ABcann's future plans with respect to
cultivation, distribution and imports into Germany, Australia and other international
jurisdictions. Such statements are subject to risks and
uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the
forward-looking statements, including: that the Offering may not be
completed on the terms contemplated or at all; the Company may not
receive necessary approval for the Offering or for its
international business plans; and other factors beyond the
Company's control. No assurance can be given that any of the events
anticipated by the forward-looking statements will occur or, if
they do occur, what benefits the Company will obtain from them.
Readers are urged to consider these factors, and the more extensive
risk factors included in the Company's filing statement dated
March 31, 2017, which is available on
SEDAR, carefully in evaluating the forward-looking statements, and
are cautioned not to place undue reliance on such forward-looking
statements, which are qualified in their entirety by these
cautionary statements. The forward-looking statements in this news
release are made as of the date hereof and the Company disclaims
any intent or obligation to update publicly any such
forward-looking statements, whether as a result of new information,
future events or results or otherwise, except as required by
applicable securities laws.
SOURCE ABcann Global Corporation