LGC Capital Ltd.
Symbol: TSX-V: LG
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
MONTREAL, Feb. 16, 2018
/CNW Telbec/ - LGC Capital Ltd. (TSXV: LG)
("LGC") is pleased to announce that it has completed its
previously-announced bought-deal private placement, including a
partial exercise of the underwriter's option, by issuing
18,515,000 units at a price of $0.435 per unit for gross proceeds to LGC of
$8,054,025. The units were sold
to "accredited investors" in Canada and internationally through Cormark
Securities Inc. as underwriter. Each of the units is
comprised of one common share and one common share purchase
warrant. Each full warrant entitles its holder to subscribe
for one additional LGC common share at an exercise price of
$0.49 for 36 months from the
closing date. In the event that the volume weighted average
trading price of LGC's shares on the TSX Venture Exchange for a
period of 20 consecutive trading days commencing four months from
the closing date is at least $0.65,
LGC will be entitled to send a notice to the holders of the
warrants accelerating the expiry date of the warrants to a date not
less than 30 trading days after the date of such notice.
As previously announced, LGC will use the net proceeds from the
private placement to meet its obligations within LGC's current
cannabis investment portfolio, for further investments, and for
working capital.
John McMullen, CEO of LGC commented, "LGC would like to
thank the banking and legal teams for their tireless efforts to
close this funding into LGC from a major international
institutional investor in the global cannabis sector. We now
have more than CAD $16,400,000 cash on hand and are well
funded to execute our already announced growth strategy with
respect to current investments and build-outs. This new
funding adds considerable financial capabilities for LGC to seek
additional investments for our portfolio in the legalized medical
cannabis sector globally, with the intended focus of leading to
revenue-generating activities for LGC and its shareholders."
At closing, LGC paid a cash commission to Cormark Securities, as
underwriter, in an amount equal to 6% of the gross proceeds from
the private placement. In addition, LGC issued 1,110,900
"broker warrants" to Cormark Securities, representing 6% of the
number of units issued and sold in the private placement.
Each of the "broker warrants" entitles its holder to purchase one
additional unit at the offering price of $0.435 for a period of three years from the
closing date of the private placement.
The securities issued at the closing are subject to a "hold
period" which expires on June 17, 2018.
In connection with the private placement, each of LGC's six
directors and officers has entered into a Lock-up Agreement with
Cormark Securities under which they have agreed not to sell any LGC
common shares or any securities convertible or exchangeable into
LGC common shares for a period of 120 days from the closing date of
the private placement without the prior consent of Cormark
Securities, subject to limited exceptions.
LGC also announces that it has loaned an aggregate of
$210,328 to three of LGC's directors
and/or officers in order to fund the exercise by them of LGC stock
options and an additional $442,853 to
fund the payment by them of related taxes. The loans, which
do not bear interest, must be repaid within two years and are
subject to approval by the TSX Venture Exchange.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities described
herein, and these securities will not be offered or sold in any
jurisdiction in which their offer or sale would be unlawful. The
securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "1933
Act"), or any state securities laws of the United States.
Accordingly, these securities will not be offered or sold to
persons within the United States
unless an exemption from the registration requirements of the 1933
Act and applicable state securities laws is available.
About LGC (http://www.lgc-capital.com)
LGC Capital Ltd. is a Canadian incorporated public company
listed on the TSX Venture Exchange (TSXV: LG). LGC's
objective is to become a diversified business group with core
business divisions that provide shareholders with exposure to a
diverse range of businesses, products and services.
FORWARD-LOOKING STATEMENTS
This press release may
contain forward-looking statements with respect to LGC Capital Ltd.
("LGC") and its operations, strategy, investments, financial
performance and condition, as well as the "bought-deal" private
placement referred to above. These statements generally can be
identified by use of forward-looking words such as "may", "will",
"expect", "estimate", "anticipate", "intends", "believe" or
"continue" or the negative thereof or similar variations. The
actual results and performance of LGC could differ materially from
those expressed or implied by such statements. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations. Some important factors that could
cause actual results to differ materially from expectations
include, among other things, general economic and market factors,
competition, government regulation and the factors described under
"Risk Factors and Risk Management" in LGC's Management's Discussion
and Analysis for the fiscal year ended September 30, 2017, as
filed on SEDAR (www.sedar.com). The cautionary statements qualify
all forward-looking statements attributable to LGC and persons
acting on its behalf. Unless otherwise stated, all forward-looking
statements speak only as of the date of this press release and LGC
does not have any obligation to update such statements, except to
the extent required by applicable securities laws.
Caution Regarding Press Releases
Neither the TSX
Venture Exchange nor its Regulation Service 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 LGC Capital Ltd