Emerald Health Therapeutics Announces $16.8 Million Prospectus Sale; Concurrent Secondary Sale
May 15 2018 - 8:00AM
NOT FOR
DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES
OR FOR
DISSEMINATION IN
THE UNITED
STATES
Emerald Health Therapeutics, Inc. (TSXV:EMH) ("Emerald" or the
“Company”) has entered into a binding term sheet with a single
Canadian institutional accredited investor (the “Investor”) under
which the Investor has agreed, subject to certain customary
conditions, to purchase 4,000,000 units of the Company (the
“Units”) at a price of $4.20 per Unit for total gross proceeds of
$16,800,000 (the “Offering”). The securities forming the Units will
be qualified under a shelf prospectus supplement to be filed by
Emerald prior to closing.
Each Unit will consist of one common share of
the Company and one common share purchase warrant (a “Warrant”).
Each Warrant will entitle the Investor to acquire one common share
of the Company (a “Warrant Share”) at a price of $5.20 per Warrant
Share for a period of eighteen months following the closing of the
Offering. If the closing sale price of the Company’s common shares
(the “Common Shares”) on the TSX Venture Exchange or other
principal exchange upon which the Company’s shares are traded is
greater than $6.50 per Common Share for a period of twenty
consecutive trading days at any time after the closing of the
Offering, the Company may accelerate the expiry date of the
Warrants by giving notice to the Investor and in such case the
Warrants will expire on the 30th day after the date on which the
notice is given by the Company.
The Investor has also agreed to purchase from
Emerald Health Sciences Inc. (“Sciences”), a control person of the
Company, 2,000,000 Common Shares held by Sciences at a price of
$4.20 per share (the “Secondary Sale”). The Secondary Sale will
close concurrently with the closing of the Offering.
The Company intends to use the net proceeds of
the Offering to fund the completion of its recently acquired
Agro-Biotech facility in Quebec, working capital, and general
corporate purposes.
The Units and Common Shares to be sold under the
Secondary Sale will be offered by way of a shelf prospectus
supplement to be filed in all of the provinces of Canada, except
Quebec, pursuant to National Instrument 44-101 - Short Form
Prospectus Distributions.
The closing date of the Offering and Secondary
Sale is expected to be on or about May 22, 2018, and is subject to
certain conditions including, but not limited to, the Investor
being satisfied with the results of its due diligence, no material
adverse change in the affairs of the Company, and the receipt of
all necessary approvals, including the approval of the TSX Venture
Exchange and the applicable securities regulatory authorities.
This press release will not constitute an offer
to sell or the solicitation of an offer to buy nor will there be
any sale of the securities in any state in which such offer,
solicitation, or sale would be unlawful. 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 absent registration or an
applicable exemption from the registration requirements of the
United States Securities Act of 1933, as amended, and applicable
state securities laws.
About Emerald Health
Therapeutics, Inc.
Emerald Health Therapeutics (TSXV:EMH) is a Licensed Producer
under Canada’s Access to Cannabis for Medical Purposes Regulations
and produces and sells dried cannabis and cannabis oil for medical
purposes. Emerald owns 50% of a joint venture with Village Farms
International, Inc. that is converting an existing 1.1 million
square foot greenhouse in Delta, BC to grow cannabis. It owns a
75,000 square foot indoor facility in St. Eustache, QC and is
adding a 500,000 square foot greenhouse in Metro Vancouver to serve
the anticipated legal Canadian adult-use cannabis market starting
in 2018. Emerald’s team is highly experienced in life sciences,
product development and large-scale agribusiness. Emerald Health
Therapeutics is part of the Emerald Health group, which includes
multiple companies focused on developing cannabis and cannabinoid
products with potential wellness and medical benefits.
Please visit www.emeraldhealth.ca for more
information or contact:
Rob Hill, Chief Financial Officer(800) 757 3536
Ext. #5
Ray Lagace, Investor Relations Manager(800) 757
3536 Ext. #5invest@emerald.care
Cautionary Statements Regarding Forward
Looking Information
Certain statements in this press release
constitute forward-looking statements, within the meaning of
applicable securities laws. All statements that are not historical
facts, including without limitation, statements regarding future
estimates, plans, programs, forecasts, projections, objectives,
assumptions, expectations or beliefs of future performance, are
"forward-looking statements".
We caution you that such "forward-looking
statements" involve known and unknown risks and uncertainties that
could cause actual and future events to differ materially from
those anticipated in such statements. Forward-looking statements
include, but are not limited to, the filing and effectiveness of
the prospectus supplement; the use of proceeds from the Offering;
the anticipated closing date of the Offering and the Secondary
Sale; the development, expansion and conversion of greenhouse
facilities; and the starting of adult-use cannabis market in
2018.
Emerald Health Therapeutics Inc. does not
intend, and does not assume any obligation, to update these
forward-looking statements except as required by law. These
forward-looking statements involve risks and uncertainties relating
to, among other things, failure to meet the conditions of closing
of the Offering; uncertainty with respect to the completion of the
Offering; filing of the shelf prospectus supplement; the ability to
obtain applicable regulatory approval for the Offering and the
Secondary Sale; the ability of the Company to negotiate and
complete future funding transactions; variations in market
conditions; and other risk factors described in the Prospectus and
the Company's other filings with the applicable Canadian securities
regulators, which may be viewed at www.sedar.com. Actual results
may differ materially from those expressed or implied by such
forward-looking statements.
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.
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