ABcann Global Announces $30 Million Debenture Financing
November 27 2017 - 7:00AM
ABcann Global Corporation (TSXV:ABCN)
(“
ABcann” or the “
Company”) is
pleased to announce that it has entered into a binding interim
agreement with respect to a proposed private placement of
convertible senior unsecured debentures (the
“
Debentures”) in the aggregate principal amount of
$30,000,000 (the “
Financing”).
The Debentures will:
- mature on the date that is 36 months from the date of
issuance;
- bear interest at the rate of 7.0% per annum, computed on the
basis of a 360-day year composed of twelve 30-day months, and
payable semi-annually on the last day of June and December of each
year, commencing on June 30, 2018;
- be convertible, at the option of the holder, into common shares
in the capital of the Company (each, a “Share”) at
a conversion price of $1.50 per Share; and
- be convertible, at the option of the Company, into Shares if,
at any time commencing four months plus one day following the
closing date of the Financing, the daily volume weighted average
trading price of the Shares on the TSX Venture Exchange (the
“TSXV”) (or such other stock exchange or quotation
system as the Shares are then principally listed or quoted) for any
consecutive 10 day trading period is greater than $2.25 per
Share.
The proceeds of the Financing are expected to be
used by the Company to make strategic acquisitions in the cannabis
industry and for general working capital and corporate
purposes.
“This financing will
provide ABcann further capital to evaluate additional
accretive opportunities as we strengthen our cash position to over
$70 million,” commented Barry Fishman, CEO and director
of ABcann. “The stronger cash position will give us
greater flexibility to execute our growth strategy, complete
our current construction, and obtain larger-scale, cost-effective
production capacity, which may include a greenhouse
approach.”
Completion of the Financing will be subject to
various conditions, including execution of definitive agreements,
the receipt of the approval of the TSXV, and the conversion of
existing secured convertible debentures of the Company in the
principal amount of $15 million into Shares in accordance with the
terms thereof.
The Debentures, and the Shares into which the
Debentures may be converted (collectively, the
“Securities”), will be subject to restrictions on
resale under applicable Canadian securities laws for a period of
four months and one day from the closing of the Financing. None of
the Securities have been or will be registered under the United
States Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements. This news 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
jurisdiction in which such offer, solicitation or sale would
require registration or otherwise 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 partnership 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
For further information, please contact Barry
Fishman at barry.fishman@abcannglobal.com or Aaron Keay at
aaron@abcannglobal.com.
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 Information
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 Financing, the terms thereof, 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:
(i) that the Financing may not be approved by the TSXV or any other
applicable parties; (ii) that the Financing may not be completed on
the terms contemplated or at all; (iii) that the proceeds of the
Financing may not be allocated as currently contemplated; and (iv)
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.
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