/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, April 20, 2017 /CNW/ - INVICTUS MD STRATEGIES
CORP. ("Invictus MD" or the "Company") (TSXV: IMH; OTC:
IVITF; FRA: 8IS) announced today that it has engaged Canaccord
Genuity Corp. and Eventus Capital Corp., as co-lead underwriters
and joint-bookrunners, on behalf of a syndicate of underwriters
(collectively, the "Underwriters"), pursuant to which the
Underwriters have agreed to purchase, on a bought deal private
placement basis, subject to adjustment pursuant to the
Underwriters' Option (as hereinafter defined), $40 million aggregate principal amount of
convertible debentures (the "Convertible Debentures") at a
price of $1,000 per Convertible
Debenture (the "Offering").
Invictus MD has also granted the Underwriters an option (the
"Underwriters' Option") to purchase up to an additional
$10 million aggregate principal
amount of convertible debentures on the same terms as the
Convertible Debentures pursuant to the Offering (together with the
Convertible Debentures, the "Debentures"). If the
Underwriters' Option is exercised in full, the aggregate gross
proceeds of the Offering will be $50
million.
The Debentures will bear interest from the date of closing at 8%
per annum, payable semi-annually on June
30 and December 31 of each
year. The Debentures will have a maturity date of 24 months from
the Closing Date of the Offering (the "Maturity
Date"). Net proceeds from the Offering will be used
primarily towards expansion and growth opportunities.
The Debentures will be convertible at the option of the holder
into common shares of the Company ("Common Shares")
beginning on the date that is four months following the Closing
Date and any time prior to the close of business on the Maturity
Date at a conversion price of $2.00
per Common Share (the "Conversion Price"). Beginning on the
date that is four months and one day following the Closing Date,
the Company may force the conversion of all of the principal amount
of the then outstanding Debentures at the Conversion Price on 30
days' prior written notice should the daily volume weighted average
trading price of the Common Shares be greater than $3.35, for any 10 consecutive trading days.
The Debentures will be subject to redemption, in whole or in
part, by the Company at any time after 12 months upon giving
Debenture holders not less than 30 and not more than 60 days' prior
written notice, at a price equal to the then outstanding principal
amount of the Debentures plus all accrued and unpaid interest up to
and including the redemption date. Upon a change of control of the
Company, holders of the Debentures will have the right to require
the Company to repurchase their Convertible Debentures, in whole or
in part, on the date that is 30 days following the giving of notice
of the change of control, at a price equal to 100% of the principal
amount of the Debentures then outstanding plus accrued and unpaid
interest thereon (the "Offer Price"). If 90% or more of the
principal amount of the Debentures outstanding on the date of the
notice of the change of control have been tendered for redemption,
the Company will have the right to redeem all of the remaining
Debentures at the Offer Price.
The Debentures and any Common Shares issuable upon conversion or
exercise thereof, as applicable, will be subject to a statutory
hold period lasting four months and one day following the closing
date.
Closing of the Offering is expected to occur on or about
May 9, 2017 (the "Closing
Date"). The Offering is subject to certain conditions
including, but not limited to, completion of the acquisition of
Acreage Pharms, the receipt of all necessary regulatory and stock
exchange approvals, including the approval of the TSX Venture
Exchange.
Notice of Intention to Exercise Option
The Company is also pleased to announce that further to its news
release dated February 24, 2017, it
has provided Acreage Pharms Ltd. ("Acreage Pharms"), a
licensed producer of Cannabis under the Access to Cannabis for
Medicinal Purposes Regulations ("ACMPR"), with
notification that it intends to exercise its option to acquire 100%
of Acreage Pharms' shares from its current shareholders (the
"Vendors").
The consideration to be paid to the Vendors in connection with
the exercise of the option is as follows: (i) a cash payment of
$4 million; (ii) 21 million common
shares; and (iii) 3 million warrants with an exercise price of
$1.50 per warrant, of which: one
third of the total number of warrants issued will expire every six
months from the date of closing.
Canada is on the global stage
for cannabis legalization and moves closer to making history by
being the first G-7 nation to legalize and regulate access to
cannabis for responsible adult consumption and we welcome the
regulatory framework around legalization while reducing access for
underage Canadians, keeping profits out of the hands of the black
market, and ensuring that customers are protected by having access
to clean and safe product. This is of utmost importance, given the
expected demand that will come with cannabis legalization for the
recreational market.
We embrace the role we will play in the establishment of a
secure environment for the continued development of a new cannabis
economy that will generate even greater investment, innovation,
economic development and job creation to many locations across
Canada.
As Canada embarks on this
historic and brave path, Invictus MD looks forward to working
alongside with all levels of government to achieve its goal of
keeping cannabis out of the hands of youth and
establishing a legitimate market while eradicating the black
market.
The Offering is in the form of a bought deal private placement
(i) in Canada to "accredited
investors" within the meaning of National Instrument 45-106 and
other exempt purchasers in each province of Canada, as agreed upon by the Issuer and the
Underwriters, (ii) in the United
States in accordance with exemption to the registration
requirement under applicable United
States securities law, and (iii) outside Canada and the
United States on a basis which does not require the
qualification or registration of any of the common shares,
Warrants, Warrant Shares of the Issuer.
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 the securities in any
State in which such offer, solicitation or sale would be
unlawful.
About Invictus MD Strategies Corp.
Invictus MD Strategies Corp. is focused on three main verticals
within the burgeoning Canadian cannabis sector: Licensed Producers
under the ACMPR located in both Alberta and Ontario, including Acreage Pharms Ltd. and AB
Laboratories Inc. and Fertilizer and Nutrients through Future
Harvest Development Ltd.; and Cannabis Data and Delivery, with its
wholly owned subsidiary Poda Technologies Ltd.
For more information, please visit www.invictus-md.com.
On Behalf of the Board,
Dan Kriznic
Chairman & CEO
Larry Heinzlmeir
Vice President, Marketing & Communications
604-537-8676
Cautionary Note Regarding Forward-Looking Statements: Statements
contained in this news release that are not historical facts are
"forward-looking information" or "forward-looking statements"
(collectively, "Forward-Looking Information") within the meaning of
applicable Canadian securities legislation and the United States
Private Securities Litigation Reform Act of 1995. Forward Looking
Information includes, but is not limited to, disclosure regarding
possible events, conditions or financial performance that is based
on assumptions about future economic conditions and courses of
action; and the plans for completion of the Offering, expected use
of proceeds and business objectives. In certain cases,
Forward-Looking Information can be identified by the use of words
and phrases such as "anticipates", "expects", "understanding", "has
agreed to" or variations of such words and phrases or statements
that certain actions, events or results "would", "occur" or "be
achieved". Although Invictus has attempted to identify important
factors that could affect Invictus and may cause actual actions,
events or results to differ materially from those described in
Forward-Looking Information, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or
intended, including, without limitation, the risks and
uncertainties related to the Offering not being completed in the
event that the conditions precedent thereto are not satisfied,
including the risk that the acquisition of Acreage Pharms may not
be completed in a timely manner or at all; uncertainties related to
raising sufficient financing in a timely manner and on acceptable
terms. In making the forward-looking statements in this news
release, Invictus has applied several material assumptions,
including the assumptions that (1) the conditions precedent to
completion of the Offering will be fulfilled so as to permit the
Offering to be completed on or about May 9,
2017; (2) the acquisition of Acreage Pharms will proceed as
anticipated; (3) all necessary approvals and consents in respect of
the Offering will be obtained in a timely manner and on acceptable
terms; and (4) general business and economic conditions will not
change in a materially adverse manner. There can be no assurance
that Forward-Looking Information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on Forward-Looking Information. Except as
required by law, Invictus does not assume any obligation to release
publicly any revisions to Forward-Looking Information contained in
this news release to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Neither the 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.
SOURCE Invictus MD Strategies