/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR
DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
MARKHAM, ON, Dec. 4, 2017 /CNW/ - MedReleaf Corp.
(TSX:LEAF) ("MedReleaf" or the "Company") is pleased to announce
that it has completed its previously announced offering (the
"Offering"), on a "bought deal" basis, pursuant to a short form
prospectus, of an aggregate of 6,072,600 common shares of the
Company (the "Offered Shares") at a price of $16.55 per Offered Share (the "Offering Price").
The Company offered and sold a total of 3,625,470 Offered Shares
(the "Treasury Offering"), and an aggregate of 2,447,130
Offered Shares were offered and sold by certain selling
shareholders of the Company (the "Secondary Offering"), namely:
Zola Finance Inc., Rayray Investments Inc., Baronford Capital
Corporation, AJA Holdings 2013 Inc. and MENA Investment Network
Inc. (collectively, the "Selling Shareholders"), resulting in
aggregate gross proceeds of approximately $100.5 million, with MedReleaf and the
Selling Shareholders receiving gross proceeds of approximately
$60.0 million and $40.5 million, respectively.
The Offering was underwritten by a syndicate of underwriters led
by GMP Securities L.P., as lead underwriter and sole bookrunner,
Canaccord Genuity Corp., Clarus Securities Inc., Cormark Securities
Inc. and PI Financial Corp. (collectively, the
"Underwriters"). Cowen and Company, LLC is serving as
financial advisor to the Company.
In connection with the Offering, the Company granted the
Underwriters an over-allotment option to purchase up to an
additional 543,821 Offered Shares from the Company at the Offering
Price, exercisable in whole or in part, at any time and from time
to time on or prior to January 3,
2018 (the "Over-Allotment Option"). If the Over-Allotment
Option is exercised in full, the Company will receive approximately
an additional $9 million in gross
proceeds.
The Company intends to use the net proceeds from the Treasury
Offering to finance the acquisition and/or construction of
additional cannabis production and manufacturing facilities in
Canada as well as in other
jurisdictions with federal legal cannabis markets, where warranted
by the opportunities available to MedReleaf, and the expansion of
the Company's marketing and sales initiatives. If the
Over-Allotment Option is exercised, the Company intends to use the
additional net proceeds for working capital and general corporate
purposes. The Company did not receive any of the net proceeds from
the Secondary Offering and all of such proceeds went to the Selling
Shareholders.
In connection with the Offering, the directors and officers of
the Company and the Selling Shareholders have agreed to extend the
release of the initial one-half of the common shares of the Company
held by such directors, officers and Selling Shareholders that are
subject to existing lock-up agreements until February 5, 2018.
The securities described herein 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
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 MedReleaf Corp.
MedReleaf sets The Medical Grade Standard™ for cannabis
in Canada and around the world.
The first and only ICH-GMP and ISO 9001 certified cannabis producer
in North America, MedReleaf is a
R&D-driven company dedicated to patient care, scientific
innovation, research and advancing the understanding of the
therapeutic benefits of cannabis. Sourced from around the world and
carefully cultivated in one of two state of the art facilities in
Ontario, MedReleaf delivers a
variety of premium products to patients seeking safe, consistent
and effective medical cannabis.
For more information on MedReleaf, its products, research and
how the company is helping patients #livefree, please visit
MedReleaf.com or follow @medreleaf.
Forward Looking Statements
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation which are
statements other than statements of historical fact and which can
be identified by the use of forward-looking terminology such as
"expect", "likely", "may", "will", "should", "intend",
"anticipate", "potential", "proposed", "estimate" and other similar
words, including negative and grammatical variations thereof, or
statements that certain events or conditions "may", "would",
"could" or "will" happen, or by discussions of strategy.
Forward-looking information used in this press release includes
statements relating to the use of proceeds of the Treasury
Offering, and the potential exercise of the Over-Allotment Option
and the Company's expected use of proceeds therefrom. The
forward-looking information in this news release are based upon the
expectations, estimates, projections, assumptions and views of
future events which management believes to be reasonable in the
circumstances, including those relating to: general economic
conditions and the Company's intentions with respect to the use of
proceeds from the Treasury Offering. Statements containing
forward-looking information should not be read as guarantees of
future events, performance or results, and will not necessarily be
accurate indications as to whether, or the times at which, such
events, performance or results will occur or be achieved. The
forward-looking information contained in this news release is
subject to known and unknown risks and uncertainties, including
risks and uncertainties which could cause actual events or results
to differ materially from those described in any forward-looking
information, including those risks and uncertainties and other
cautionary statements contained in the Company's (final) short form
prospectus in respect of the Offering and the documents
incorporated by reference therein, which are available
electronically at www.sedar.com. Any forward-looking information
contained herein speaks only as of the date on which it is given
and, except as required by law, MedReleaf does not undertake any
obligation to update or revise any forward-looking information,
whether as a result of new information, future events or
otherwise.
SOURCE MedReleaf Corp.