/NOT FOR DISTRIBUTION IN THE UNITED STATES/
MONTREAL, Feb. 28, 2019 /CNW Telbec/ - LGC Capital Ltd.
(TSXV: LG) (OTC-PINK: LGGCF) ("LGC" or the
"Corporation") is pleased to announce that, following
receipt of conditional approval from the TSX Venture Exchange, it
has now closed its previously announced convertible loan
transaction with international investors YA II, PN, Ltd. and
RiverFort Global Opportunities PLC (the "Lenders") pursuant
to which they have loaned to LGC an aggregate amount of
US$2,340,000 (the "Loan"). The
proceeds of the Loan have been be used to refinance existing debt
maturity.
The Loan has a term of 12 months with one-half of the principal
amount outstanding payable in six equal monthly installments
beginning on the date falling six months from the date of closing
and the remaining outstanding amount payable in a single
installment at maturity. The Loan bears interest at an annual
rate of 12%, payable in cash on the date which is three months from
the date of closing and, thereafter, on each date on which a
repayment of principal is made.
The principal amount of the Loan may be convertible into common
shares of LGC (the "Shares") at the option of the Lenders at
a price per Share equal to the lesser of (i) US$0.0912 (CAD$0.120), representing the US dollar
equivalent of 120% of CAD$0.10; and
(ii) 90% of the lowest daily VWAP during the five trading days
immediately preceding the date of the conversion notice from the
Lenders, subject to a minimum conversion price of US$0.076, representing the US dollar equivalent
of CAD$0.10.
At closing, the Corporation issued an aggregate of 12,048,055
common share purchase warrants (the "Warrants") to the
Lenders, representing an amount equal to 45% of the principal
amount of the Loan divided by US$0.0874, representing the US dollar equivalent
of CAD$0.115. Each Warrant
entitles the holder thereof to acquire one Share at an exercise
price of CAD$0.115, for a period of
one year from the date of issuance.
In connection with the transaction, LGC paid a cash due
diligence fee of US$13,100 to
RiverFort Global Capital Limited ("RiverFort") of
London, England.
The securities issued by the Corporation at the closing of the
transaction, or upon conversion of the Loan or upon exercise of the
Warrants, are subject to restrictions on resale for a period of
four months and one day from the date of closing. LGC is at
arm's length to both of the Lenders and to RiverFort.
About LGC Capital Ltd (www.lgc-capital.com)
LGC Capital is a leading cannabis investment firm with a focus
on the Legal Global Cannabis market. Through its growing
portfolio investment companies, LGC is building a vertically
integrated system of interconnected legal cannabis companies with
cultivation, processing and distribution in Australia, Jamaica, Switzerland, Italy, and Canada serving domestic and export markets.
LGC Capital Ltd. is a Canadian incorporated public company listed
on the TSX Venture Exchange.
Through its partners and assuming pending transactions under
review by the TSXV are approved, LGC presently will have interests
in over 450,000 square feet of planted cannabis in Jamaica, Switzerland, Italy, and Australia. That is expected to increase to
over 2,100,000 square feet by 2021, as its portfolio companies
execute their expansion plans, in addition to the anticipated
licensing of Tricho-Med's operations in Quebec, Canada.
LGC partners currently sell cannabis products in over 1,000
points of sale across Switzerland
and Italy under the ONE Premium
Cannabis and EasyJoint brands as well as medical cannabis oils in
Australia under the Little Green
Pharma brand. LGC's partners' branded products are available in a
variety of formats including dry cannabis flower, tinctures, oils,
seeds, and beverages.
Notice Regarding Forward Looking Statements
This press release may contain forward-looking statements with
respect to LGC Capital Ltd. ("LGC"), its operations,
strategy, investments, financial performance and condition, and the
Investment Agreement referred to above. These statements can
generally be identified by use of forward- looking words such as
"may", "will", "expect", "estimate", "anticipate", "intends",
"believe" or "continue" or the negative thereof or similar
variations. The actual results and performance of LGC could differ
materially from those expressed or implied by such statements. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations. Some important
factors that could cause actual results to differ materially from
expectations include, among other things, general economic and
market factors, competition, government regulation and the factors
described under "Risk Factors and Risk Management" in LGC's
Management's Discussion and Analysis for the three and nine months
ended June 30, 2018, as filed on
SEDAR (www.sedar.com). The cautionary statements qualify all
forward-looking statements attributable to LGC and persons acting
on its behalf. Unless otherwise stated, all forward-looking
statements speak only as of the date of this press release, and LGC
has no obligation to update such statements, except to the extent
required by applicable securities laws.
Caution Regarding Press Releases
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE LGC Capital Ltd