/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, Jan. 9, 2018 /CNW/ - MedReleaf Corp. (TSX:LEAF)
("MedReleaf" or the "Company") announced today that it has entered
into a revised agreement with a syndicate of underwriters co-led by
Canaccord Genuity Corp. and GMP Securities L.P. (together the
"Co-Lead Underwriters" and, collectively with the syndicate, the
"Underwriters"), pursuant to which the Underwriters will purchase,
on a bought deal basis pursuant to the filing of a short form
prospectus, an aggregate of 5,000,000 units (the "Units") of the
Company at a price of $26.50 per Unit
(the "Offering Price") for aggregate gross proceeds of $132,500,000 (the "Offering").
Each Unit will consist of one common share (a "Common Share")
and one-half of one common share purchase warrant (each full common
share purchase warrant, a "Warrant") of the Company. Each Warrant
will be exercisable to acquire one common share of the Company for
a period of two years following the closing date of the Offering at
an exercise price of $34.50 per
common share, subject to adjustment in certain events. In the event
that the volume weighted average trading price of the Common Shares
for ten (10) consecutive trading days exceeds $51.75, the Company shall have the right to
accelerate the expiry date of the Warrants upon not less than
fifteen (15) trading days' notice.
The Company has agreed to grant the Underwriters an
over-allotment option to purchase up to an additional 750,000 Units
at the Offering Price, exercisable in whole or in part, at any time
and from time to time on or prior to the date that is 30 days
following the closing of the Offering. If this option is exercised
in full, an additional $19,875,000 in
gross proceeds will be raised pursuant to the Offering and the
aggregate gross proceeds of the Offering will be $152,375,000.
The Units will be offered by way of a short form prospectus to
be filed in all provinces of Canada (except Quebec). The Company intends to use the net
proceeds from the 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.
The Offering is expected to close on or about January 31, 2018 and 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 Toronto Stock Exchange and the applicable
securities regulatory authorities.
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 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 timing for the completion of the
Offering and the use of proceeds therefrom. The forward-looking
information in this news release is 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, the
expected timing and cost of completing the Offering, and the
Company's intentions with respect to the use of proceeds from the
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 risks that the Offering may
not be completed as anticipated or at all, and those risks and
uncertainties and other cautionary statements contained in the
Company's annual information form dated June
27, 2017, which is 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.