/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
SERVICES/
TSXV: FIRE
TORONTO, Oct. 17, 2017 /CNW/ - Supreme Pharmaceuticals
Inc. (the "Company") (TSXV:FIRE) announced today that it has
entered into an agreement with Canaccord Genuity Corp., as lead
underwriter on behalf of a syndicate of underwriters (the
"Underwriters"), pursuant to which the Underwriters have agreed to
purchase, on a bought deal, private placement basis, $30,000,000 aggregate principal amount of
convertible debenture units (the "Convertible Debenture Units") at
a price of $1,000 per Convertible
Debenture Unit. Each Convertible Debenture Unit will consist
of $1,000 principal amount of 8.0%
senior unsecured convertible debentures (the "Convertible
Debentures") and 313 common share purchase warrants (the
"Warrants") of the Company (the "Offering").
The Convertible Debentures will bear interest from the date of
closing at 8.0% per annum, payable annually in arrears on
December 30, 2018 and thereafter
semi-annually on the last day of June and December in each year and
will mature two years following the closing of the
Offering (the "Maturity Date").
The Convertible Debentures will be senior unsecured obligations
of the Company and rank pari passu in right of
payment of principal and interest with all other Convertible
Debentures issued under the Offering and all previously existing
senior unsecured indebtedness of the Company.
The underwriters will have an option to acquire
up to 4,500 additional Convertible Debenture Units, each having the
same terms as the Convertible Debenture Units above.
It will be a condition to the completion of the sale of
Convertible Debenture Units to holders ("Participating 2016
Investors") of 10% senior unsecured convertible debentures of the
Company due 2019 (the "Outstanding Debentures") that such
Participating 2016 Investors convert all Outstanding Debentures
held by them on or before the Offering Closing Date in accordance
with their terms.
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 Maturity Date at a conversion price of $1.60 per Common Share (the "Conversion Price").
Beginning on the date that is four months and one day following the
Closing Date (as hereinafter defined) of the Offering, the Company
may force the conversion of all of the principal amount of the then
outstanding Convertible 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 $2.10 for any 10 consecutive trading days.
Each Warrant will be exercisable to acquire one common share of
the Company (a "Warrant Share") at an exercise price of
$1.80 per Warrant Share for a period
of three years following the Closing Date (as hereinafter defined)
of the Offering, subject to customary adjustments in certain events
and, provided that if, at any time following the date that is four
months and one day from the Closing Date, and prior to the expiry
date of the Warrants, daily volume weighted average trading price
of the Company's common shares equals or exceeds $2.90 for any 10 consecutive trading days, the
Company may, on prior written notice, accelerate the expiry date of
the Warrants to the date that is 30 days following the date of such
notice. Any unexercised Warrants shall thereafter automatically
expire.
The Convertible Debentures and the Warrants comprising the
Convertible Debenture Units 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. The Company intends to use the net proceeds of the
Offering to partially fund the development of its facilities in
Kincardine, Ontario and for
general corporate purposes. Closing of the Offering is expected to
occur on or about November 9, 2017
(the "Closing Date"). The Offering 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.
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 Supreme
Supreme is a Canadian publicly traded company committed to
becoming a leading cultivator and distributor of sun grown cannabis
through its wholly-owned subsidiary 7ACRES. 7ACRES is a federally
licensed producer of medical cannabis pursuant to the ACMPR
operating inside a 342,000 sq. ft. Hybrid Greenhouse facility. The
Hybrid Greenhouse combines the best technology of indoor production
with the efficiencies and sustainability of a greenhouse, in a
single large-format production footprint. Please visit
www.supreme.ca and www.7acres.com for more information.
Forward Looking Statements
Certain statements made in this press release may constitute
forward-looking information under applicable securities laws. These
statements may relate to anticipated events or results and
include, but are not limited to, expectations regarding the terms
the Offering and receipt of related regulatory approvals, the
Closing Date and other statements that are not historical facts.
Particularly, information regarding our expectations of future
results, targets, performance achievements, prospects or
opportunities is forward-looking information. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking terminology such as "may" "will", "expect",
"believe", "estimate", "plan", "could", "should", "would",
"outlook", "forecast", "anticipate", "foresee", "continue" or the
negative of these terms or variations of them or similar
terminology. Forward-looking statements are current as of the date
they are made and are based on applicable estimates and assumptions
made by us at the relevant time in light of our experience and
perception of historical trends, current conditions and expected
future developments, as well as other factors that we believe are
appropriate and reasonable in the circumstances. However, we do not
undertake to update any such forward-looking information whether as
a result of new information, future events or otherwise, except as
required under applicable securities laws in Canada. There can be no assurance that such
estimates and assumptions will prove to be correct. Many
factors could cause our actual results, level of activity,
performance or achievements or future events or developments to
differ materially from those expressed or implied by the
forward-looking statements, including, without limitation, the
factors discussed in the "Risks and Uncertainties" section of the
Company's Management's Discussion & Analysis dated May 30, 2017 ("MD&A"). A copy of the MD&A
and the Company's other publicly filed documents can be accessed
under the Company's profile on the System for Electronic Document
Analysis and Retrieval ("SEDAR") at www.sedar.com. The Company
cautions that the list of risk factors and uncertainties described
in the MD&A is not exhaustive and other factors could also
adversely affect its results. Readers are urged to consider the
risks, uncertainties and assumptions carefully in evaluating the
forward-looking information and are cautioned not to place undue
reliance on such information.
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 Supreme Pharmaceuticals Inc