KELOWNA, BC,
March 29, 2022 /CNW/ -
The Valens Company Inc. (TSX: VLNS) (Nasdaq: VLNS) (the
"Company", "The Valens Company" or
"Valens"), a leading manufacturer of cannabis products,
is pleased to announce that it has entered into an agreement with
Stifel Nicolaus Canada Inc. ("Stifel GMP") and
A.G.P./Alliance Global Partners ("AGP", and together the
"Co-Lead Underwriters") on behalf of a syndicate of
underwriters (together with the Co-Lead Underwriters, the
"Underwriters"), pursuant to which the Underwriters have
agreed to purchase, on a "bought deal" basis, 10,613,207 units (the
"Units") of the Company at a price of CDN$2.65 per Unit (the "Issue Price") for
aggregate gross proceeds to the Company of CDN$28,125,000 (approximately USD$22,500,000) (the
"Offering").
Each Unit will be comprised of one common share in the capital
of the Company (a "Common Share") and one-half of one Common
Share purchase warrant (each whole Common Share purchase warrant, a
"Warrant"). Each Warrant will be exercisable to acquire one
additional Common Share (a "Warrant Share") for a period of
48 months following the closing of the Offering (the
"Closing") at an exercise price of CDN$3.20 per Warrant Share, subject to adjustment
in certain events.
The Company has granted the Underwriters an option (the
"Over-Allotment Option") to purchase up to such number of
additional Units of the Company as is equal to 15% of the
Units sold pursuant to the Offering at the Issue Price to cover
over-allotments, if any, and for market stabilization purposes. The
Over-Allotment Option shall be exercisable in whole or in part, at
any time, and from time to time, for a period of 30 days following
the Closing for any number of Units, Common Shares, Warrants, or
any combination thereof at a price equal to the Issue Price for a
Unit and a price to be agreed upon for the Common Shares and
Warrants.
The Company plans to use the net proceeds from the offering to
continue to pursue strategic growth initiatives in North America, provide funding for working
capital and for general corporate purposes.
Closing of the Offering is expected to occur on or about
April 5, 2022, and is subject to a
number of customary conditions, including, without limitation,
receipt of all regulatory and stock exchange approvals. The Company
will apply to list the Common Shares (including the Warrant Shares)
to be issued in the Offering on the Toronto Stock Exchange
("TSX"), subject to customary listing conditions. The Common
Shares (including the Warrant Shares) will also be listed on The
Nasdaq Capital Market ("Nasdaq") and the Company will make
all required notifications (if any) to Nasdaq in connection with
the Offering.
In connection with the Offering, the Company will file a
prospectus supplement (the "Prospectus Supplement") to its
short form base shelf prospectus dated January 28, 2021, as amended and restated by the
final short form base shelf prospectus of the Company dated
March 28, 2022 (the "Base Shelf
Prospectus", and, together with the Prospectus Supplement, the
"Prospectus"), with the securities commissions or similar
securities regulatory authorities in each of the provinces in
Canada (except Quebec). The Prospectus Supplement will also
be filed with the U.S. Securities and Exchange Commission (the
"SEC") as part of the Company's effective registration
statement on Form F-10 (the "Registration Statement")
previously filed under the U.S./Canada multi-jurisdictional disclosure system.
The Prospectus contains important detailed information about the
Company and the Offering. Prospective investors should read the
Prospectus, and the documents incorporated by reference therein and
the free writing prospectus filed with the SEC on March 29, 2022, before making an investment
decision. Copies of the Prospectus will be available on SEDAR at
www.sedar.com and on the SEC's website at www.sec.gov, and a copy
of the Registration Statement is available on the SEC's website at
www.sec.gov.
Copies of the Prospectus Supplement and the Base Shelf
Prospectus may also be obtained in the
United States, upon request, from the offices of Stifel,
Nicolaus & Company, Incorporated at Attention: Syndicate,
One Montgomery Street, Suite 3700,
San Francisco, CA 94104, by
telephone at (415) 364-2720, or by email at
syndprospectus@stifel.com and in Canada, upon request, from Stifel GMP by email
at ECMCanada@stifel.com and from the offices of A.G.P./Alliance
Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212)
624-2060, or by email at prospectus@allianceg.com.
No securities regulatory authority has either approved or
disapproved of the contents of this press release. This press
release is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy securities,
nor will there be any sale of the securities in any province,
territory, 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,
territory, state or jurisdiction.
About The Valens Company
The Valens Company is a manufacturer of cannabis products. The
Company provides proprietary cannabis processing services, in
addition to product development, manufacturing, and
commercialization of cannabis consumer packaged goods. The Valens
Company's products are formulated for the medical, health and
wellness, and recreational consumer segments, and are offered
across all cannabis product categories with a focus on quality and
innovation. The Company also manufactures, distributes, and sells a
wide range of CBD products in the United
States through its subsidiary Green Roads, and distributes
medicinal cannabis products to Australia through its subsidiary Valens
Australia.
Notice regarding Forward Looking Statements
All
information included in this press release, including any
information as to the future financial or operating performance and
other statements of The Valens Company that express management's
expectations or estimates of future performance, other than
statements of historical fact, constitute forward-looking
information or forward-looking statements within the meaning of
applicable securities laws and are based on expectations, estimates
and projections as of the date hereof. Forward-looking statements
are included for the purpose of providing information about
management's current expectations and plans relating to the future.
Wherever possible, words such as "plans", "expects", "scheduled",
"trends", "forecasts", "future", "indications", "potential",
"estimates", "predicts", "anticipate", "to establish", "believe",
"intend", "ability to", or statements that certain actions, events
or results "may", "should", "could", "would", "might", "will", or
are "likely" to be taken, occur or be achieved, or the negative of
these words or other variations thereof, have been used to identify
such forward-looking information. In this press release, forward
looking information and statements relate to, among other things:
the filing of the Prospectus Supplement, the completion of the
Offering, the listing of the Common Shares (including the Warrant
Shares) on the TSX and Nasdaq and the anticipated use of the net
proceeds therefrom and the anticipated closing date of the
Offering. The forward-looking events and circumstances discussed in
this release may not occur and could differ materially as a result
of known and unknown risk factors and uncertainties affecting the
Company, including risks regarding the COVID-19 epidemic, the
cannabis industry, market conditions, economic factors,
management's ability to manage and to operate the business and the
equity markets generally. The forward-looking information contained
in this press release is made as of the date hereof, and the
Company is not obligated to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by applicable securities laws.
SOURCE The Valens Company Inc.