Jushi Holdings Inc. (“Jushi” or the “Company”)
(CSE: JUSH) (OTCQB: JUSHF), a
globally-focused, multi-state cannabis and hemp operator, today
announced the upsizing and closing of its previously announced
US$15.25 million debt financing of 10% senior secured notes
(“Notes”) and warrants to acquire subordinate voting shares (the
“Warrants” and collectively, the “Offering”). To date, Jushi has
closed on US$33.3 million of subscription receipts and has received
US$27.8 million in cash proceeds. Included in the US$33.3 million
are US$12.3 million of subscription receipts closed in escrow
pending the closing of the previously announced acquisition for
100% of the equity of Pennsylvania Medical Solutions, LLC, a
Pennsylvania grower-processor owned by Vireo Health International,
Inc., and approximately US$5.0 million in subscriptions agreements
closed in escrow pending receipt of funds forthwith.
Jim Cacioppo, Chairman and Chief Executive
Officer of Jushi Holdings Inc., stated, "I’m pleased with the
demand we have seen throughout this recent financing. This debt
raise solidifies our balance sheet and provides ample liquidity to
support our rapid expansion in the high-quality markets that we
operate in today. We would like to thank our new and existing
shareholders for their support, and I look forward to closing our
Pennsylvania grower-processor transaction as well as providing
updates on future developments."
All Notes will mature on January 15, 2023 and
will bear interest of 10.0% per annum payable in cash quarterly.
Jushi's obligations under the Notes are secured by the assets of
Jushi and certain of its subsidiaries (subject to certain
exclusions) and are also guaranteed by certain subsidiaries of the
Company and rank pari passu with the currently outstanding 10%
senior secured notes of the Company. In connection with the
Offering, the purchasers of the Notes will also receive Warrants to
acquire subordinate voting shares of the Company at 75% coverage
with an expiry date of December 23, 2024, at an exercise price
equal to US$1.25 (~CAD$1.68 as of 7/30/20). The Warrants contain a
cash-less exercise (net settlement) option available 12 months
after issuance.
Jushi’s Chairman & Chief Executive Officer
Jim Cacioppo subscribed for US$1.5 million of the Notes with other
insiders and management subscribing for US$3.6 million of the
Notes.
As noted previously, Jushi intends to use the
proceeds from the Offering to fund the cash portion of the
previously announced Pennsylvania grower-processor permit holder
transaction.
In connection with the Offering, the Company
formed a special committee of independent directors of the Board of
Directors of the Company (the "Special Committee"), comprised of
Stephen Monroe and Peter Adderton, to set, review, negotiate and
approve of the terms of the Offering. The Special Committee engaged
AltaCorp Capital Inc. to provide its opinion that the terms of the
Offering were fair, from a financial perspective, to the
Company.
This press release is for informational purposes
only and does not constitute an offer to sell, or a solicitation of
an offer to buy, nor shall there be any sale of the Notes in any
state or jurisdiction in which such offer, solicitation or sale is
unlawful.
About Jushi Holdings Inc.
We are a globally focused cannabis and hemp
company led by an industry-leading management team. In the United
States, Jushi is focused on building a multi-state portfolio of
branded cannabis and hemp-derived assets through opportunistic
acquisitions, distressed workouts and competitive applications.
Jushi strives to maximize shareholder value while delivering
high-quality products across all levels of the cannabis and hemp
ecosystem. For more information please visit www.jushico.com or our
social media channels, Instagram, Facebook, Twitter and
LinkedIn.
Forward-Looking Information and
Statements This press release contains certain
"forward-looking information" within the meaning of applicable
Canadian securities legislation and may also contain statements
that may constitute "forward-looking statements" within the meaning
of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. Such forward-looking
information and forward-looking statements are not representative
of historical facts or information or current conditions, but
instead represent only the Company’s beliefs regarding future
events, plans or objectives, many of which, by their nature, are
inherently uncertain and outside of the Company’s control.
Generally, such forward-looking information or forward-looking
statements can be identified by the use of forward-looking
terminology such as “plans,” “expects” or “does not expect,” “is
expected,” “budget,” “scheduled,” “estimates,” “forecasts,”
“intends,” “anticipates” or “does not anticipate,” or “believes,”
or variations of such words and phrases or may contain statements
that certain actions, events or results “may,” “could,” “would,”
“might” or “will be taken,” “will continue,” “will occur” or “will
be achieved”. The forward-looking information and forward-looking
statements contained herein may include, but are not limited to,
information concerning the expectations regarding Jushi, or the
ability of Jushi to successfully achieve business objectives, and
expectations for other economic, business, and/or competitive
factors.
By identifying such information and statements
in this manner, the Company is alerting the reader that such
information and statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
information and statements. In addition, in connection with the
forward-looking information and forward-looking statements
contained in this press release, the Company has made certain
assumptions. Among the key factors that could cause actual results
to differ materially from those projected in the forward-looking
information and statements are the following: the ability of Jushi
to successfully achieve business objectives, including with
regulatory bodies, employees, suppliers, customers and competitors;
changes in general economic, business and political conditions,
including changes in the financial markets; changes in applicable
laws; and compliance with extensive government regulation, as well
as other risks and uncertainties which are more fully described in
the Company’s Management, Discussion & Analysis for the three
months ended March 31, 2020 and other filings with securities and
regulatory authorities which are available at www.sedar.com.
Should one or more of these risks, uncertainties or other factors
materialize, or should assumptions underlying the forward-looking
information or statements prove incorrect, actual results may vary
materially from those described herein as intended, planned,
anticipated, believed, estimated or expected.
Although the Company believes that the
assumptions and factors used in preparing, and the expectations
contained in, the forward-looking information and statements are
reasonable, undue reliance should not be placed on such information
and statements, and no assurance or guarantee can be given that
such forward-looking information and statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information and
statements. The forward-looking information and forward-looking
statements contained in this press release are made as of the date
of this press release, and the Company does not undertake to update
any forward-looking information and/or forward-looking statements
that are contained or referenced herein, except in accordance with
applicable securities laws. All subsequent written and oral
forward-looking information and statements attributable to the
Company or persons acting on its behalf is expressly qualified in
its entirety by this notice.
Investor Relations Contact:
Michael Perlman Executive Vice President of Investor Relations and
Treasury 561-453-1308 Investors@jushico.com
Media Contact: Ellen Mellody
MATTIO Communications 570-209-2947 Ellen@Mattio.com
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