/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO, Feb. 23, 2021 /CNW/ - VIVO Cannabis Inc.
(TSX: VIVO) ("VIVO" or the "Company") announced today
the pricing of its previously announced overnight marketed public
offering (the "Offering") of units of the Company (each, a
"Unit" and, collectively, the "Units") at a price of
$0.21 per Unit. The underwriters of
the Offering have agreed to purchase 33,333,334 Units from the
Company for total gross proceeds of approximately $7 million.
Each Unit will consist of one common share of the Company (each,
a "Common Share") and one half of one Common Share purchase
warrant of the Company (each whole Common Share purchase warrant, a
"Warrant"). Each Warrant will be exercisable to acquire one
Common Share (a "Warrant Share") for a period of 36 months
following the Closing Date (as defined below) at an exercise price
of $0.26 per Warrant Share, subject
to adjustment in certain events.
The Offering is being conducted by a syndicate of underwriters
including ATB Capital Markets Inc. as lead underwriter and sole
bookrunner, Clarus Securities Inc., Echelon Wealth Partners and
Eight Capital. The Offering is expected to close on or about
February 26, 2021, and will be
subject to market and other customary conditions, including
approval of the Toronto Stock Exchange.
In addition, the Company has granted the underwriters a 30-day
option to purchase up to an additional 15% of the Units offered in
the Offering on the same terms and conditions (the
"Over-Allotment Option"). The Over-Allotment Option may be
exercised in whole or in part to purchase Common Shares, Warrants
or Units as determined by the underwriters.
VIVO intends to use the net proceeds of the Offering for general
working capital and corporate purposes.
The Units will be offered for sale in each of the provinces of
Canada, except Quebec, pursuant to a prospectus supplement
(the "Prospectus Supplement") to the Company's short form
base shelf prospectus dated October 2,
2020 (the "Shelf Prospectus") and in the United States on a private placement basis
to "qualified institutional buyers" pursuant to Rule 144A or in
such other manner as to not require registration under the United
States Securities Act of 1933, as amended (the "U.S. Securities
Act").
The Prospectus Supplement will be filed today with the
securities commissions or similar securities regulatory authorities
in each of the provinces of Canada, excluding Quebec, with the pricing and terms of the
Offering. The Prospectus Supplement and the Shelf Prospectus
contain important detailed information about the Company and the
Offering. Prospective investors should read the Prospectus
Supplement, the Shelf Prospectus and the other documents the
Company has filed before making an investment decision. Copies of
the Prospectus Supplement, following filing thereof, and the Shelf
Prospectus will be available on SEDAR at www.sedar.com.
No securities regulatory authority has either approved or
disapproved of the contents of this news release. The Units
have not been and will not be registered under the U.S. Securities
Act or any state securities laws. Accordingly, the Units may not be
offered or sold in the United
States absent registration or an applicable exemption from
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 these securities in any province, state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such province, state or jurisdiction.
About VIVO Cannabis™
VIVO Cannabis™ is recognized for trusted, premium cannabis
products and services. It holds production and sales licences from
Health Canada and operates world-class indoor and seasonal airhouse
cultivation facilities with proprietary plant-growing technology in
Hope, British Columbia and
Napanee, Ontario. VIVO has a
collection of premium brands, each targeting different customer
segments, including Canna Farms™, Beacon Medical™, Fireside™,
Fireside-X™, Lumina™ and Canadian Bud
Collection™. The Company is expanding its production
capabilities and distribution network. Harvest Medicine, VIVO's
patient-centric, scalable network of medical cannabis clinics, has
serviced over 100,000 patient visits. VIVO is pursuing several
partnership and product development opportunities and is focusing
its international efforts on Germany and Australia. For more information visit:
www.vivocannabis.com
Disclaimer for Forward-Looking Information:
All dollar amounts in this news release are in Canadian
dollars. Certain statements in this news release are
forward-looking statements, which are statements that are not
purely historical, including statements regarding the beliefs,
plans, expectations or intentions of VIVO and its management
regarding the future. Forward-looking statements in this news
release include statements regarding potential future offerings by
the Company, the potential terms of same, the filing of any
prospectus supplement with respect thereto, proposed use of
proceeds, assuming completion, the anticipated closing date and the
satisfaction of all necessary closing conditions, including the
approval of the TSX. 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: the Offering may not be
completed, the size and terms of the Offering, the satisfaction of
the conditions of closing of the Offering, including any required
TSX approvals, that there may be no financing available to
the Company on satisfactory terms or at all, if and when the
Company wishes to draw capital down under the Shelf Prospectus;
that the COVID-19 pandemic may last longer and have a more
significant impact on the Company's operations, financing
abilities, the Canadian cannabis industry, or the global economy
generally, than currently expected; and 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 management's discussion and
analysis for the three months ended September 30, 2020, which is available on SEDAR,
carefully in evaluating the forward-looking statements contained in
this news release, 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.
SOURCE VIVO Cannabis Inc.