Emblem Completes Bought Deal Financing
November 16 2017 - 4:35PM
NOT FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES.
Emblem Corp. (TSXV:EMC) (EMC.WT)
("
Emblem" or the "
Company") is
pleased to announce that it has closed its previously announced
bought deal short form prospectus offering, including the exercise
in full of the underwriters’ over-allotment option (the
"
Offering"). In connection with the Offering, the
Company issued 7,885,734 units of the Company (the
"
Units") and 15,000 8.0% convertible unsecured
debentures of the Company due in 2020 (the "
Convertible
Debentures"). The Units were sold at a price per Unit of
$1.75 for gross proceeds of $13,800,034.50 and the Convertible
Debentures were sold at a price per Convertible Debenture of $1,000
for gross proceeds of $15,000,000, for total aggregate gross
proceeds of $28,800,034.50. The Offering was underwritten by a
syndicate of underwriters led by Eight Capital and included
Canaccord Genuity Corp., Echelon Wealth Partners Inc. and GMP
Securities L.P. (collectively, the
"
Underwriters").
Each Unit consisted of one common share in the
capital of the Company and one common share purchase warrant (each,
a "Warrant"). Each Warrant will entitle the holder
thereof to acquire, subject to adjustment in certain circumstances,
one additional common share in the capital of the Company at an
exercise price of $2.15 per share until November 16, 2020.
The Convertible Debentures will bear interest at
an annual rate of 8.00% payable in arrears in equal installments
semi-annually. The maturity date of the Convertible Debentures will
be November 16, 2020 (the "Maturity Date"). Each
Convertible Debenture will be convertible at the holder's option
into common shares in the capital of the Company (the
"Conversion Shares") at any time prior to the
close of business on the business day immediately preceding the
Maturity Date at a conversion price (the "Conversion
Price") of $1.95 per Conversion Share, subject to
adjustment in certain events as described in a debenture indenture
dated as of November 16, 2017 entered into between the Company and
Computershare Trust Company of Canada (the
"Indenture"). Pursuant to the terms of the
Indenture, the Company may require the conversion of all of the
principal amount of the then outstanding Convertible Debentures at
the Conversion Price on not less than thirty days’ notice should
the daily volume weighted average trading price of the outstanding
common shares of the Company on the TSX Venture Exchange be greater
than $2.93 for any ten consecutive trading days.
Ninety percent of the net proceeds from the
Offering are expected to be allocated toward the currently unfunded
portion of the planning, design, development, construction and
implementation (including the purchase of certain designated
capital equipment) of the Company's new facility which is expected
to be comprised of up to approximately 120,000 square feet of
greenhouse space and 50,000 square feet of infrastructure space.
Although no specific investments are currently contemplated, it is
expected that approximately ten percent of the net proceeds will be
invested in, among other things, medical marijuana related
technologies, seeds, clinical trials, genetics and research and
development initiatives or other infrastructure, all within the
industry. For additional details regarding the use of proceeds of
the Offering, please see the Company's short form amended and
restated prospectus dated November 15, 2017 which is available
under the Company's profile at SEDAR at www.sedar.com.
The securities offered in the Offering have not
been, and will not be, registered under the U.S. Securities Act or
any U.S. state securities laws, and may not be offered or sold in
the United States or to, or for the account or benefit of, United
States persons absent registration or any applicable exemption from
the registration requirements of the U.S. Securities Act and
applicable U.S. state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
securities in the United States, nor will there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Emblem
Emblem is licensed under the Access to Cannabis
for Medical Purposes Regulations (the "ACMPR") to cultivate and
sell medical marihuana. Emblem carries out its principal activities
producing marihuana from its facilities in Paris, Ontario pursuant
to the provisions of the ACMPR and the Controlled Drugs and
Substances Act (Canada) and its regulations.
Forward-looking statements
This news release may contain "forward-looking
information" and "forward-looking statements" within the meaning of
applicable Canadian securities legislation, including, without
limitation, statements regarding the use of proceeds from the
Offering and the future results of operations, performance and
achievements of the Company. All information contained herein that
is not clearly historical in nature may constitute forward-looking
information. Forward-looking statements are necessarily based upon
a number of estimates and assumptions that, while considered
reasonable by management, are inherently subject to significant
business, economic and competitive risks, uncertainties and
contingencies that may cause actual financial results, performance
or achievements to be materially different from the estimated
future results, performance or achievements expressed or implied by
those forward-looking statements and the forward-looking statements
are not guarantees of future performance. Except as required by
law, the Company disclaims any obligation to update or revise any
forward-looking statements. Readers are cautioned not to put undue
reliance on these forward-looking statements. This news release
contains information obtained by the Company from third parties and
believes such information to be accurate but has not independently
verified 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.
For further information contact:
Ali MahdaviEmblem Corp.(416)
962-3300alimandavi@emblemcorp.com
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