Christina Lake Cannabis Corp. (CSE: CLC) (OTCQB: CLCFF)
(FRANKFURT:CLB), (the “Company” or “Christina Lake Cannabis” or
“CLC”), a leading producer of high quality extracts and sun grown
cannabis, today announced it has signed a definitive agreement
("Definitive Agreement") to acquire certain assets from a private
British Columbia corporation (the "Vendor"). The proposed
transaction includes acquiring ownership of outdoor cultivation
facilities in Southern British Columbia, related harvesting and
manufacturing equipment, and approximately 19,000 kg. of biomass
(the "Transaction") for a total purchase price of $3,000,000 (the
"Purchase Price"). The Transaction is expected to close on February
9, 2024, subject to completion of customary closing
conditions.
With this acquisition, the Company will expand
its licensed outdoor cultivation footprint by approximately 100
acres. The first crop of propriety CLC strains will be planted in
the spring of 2024. Enhancements to the Company’s processing
infrastructure over the last 12 months ensures that the Company
will be able to meet growing customer demand and handle the
expanded cultivation capacity.
The Purchase Price for the proposed acquisition
will be paid through the issuance of a secured convertible
promissory note (“Note”). The Notes shall be secured by the land
and buildings acquired in the Transaction. The Note bears interest
at a rate of 10% per annum for year 1, 15% per annum for year 2,
and 20% per annum for the remaining 3 years. Repayment of the Note
shall be interest only payments paid annually on the anniversary
dates for the first 24 months of the Term, then quarterly interest
payments thereafter, and $1,000,000 principal repayments on or
before each Anniversary Payment Date until the remaining principal
amount of this Note is satisfied in full. Outstanding principal and
unpaid interest from the Note will be convertible into common
shares at a conversion price of $0.05 per common share during the
Term. The Vendor shall have the right to convert the Note at any
time, subject to a notice period. Additionally, the Company shall
have the right to repay the Note at any time during the Term
together with prepayment of any remaining interest payable under
the Note.
A copy of the Definitive Agreement will be
available under the Company's profile on SEDAR+ at
www.sedarplus.com.
Private Placement
In addition to the Note issued in connection
with the Transaction, the Company intends to complete a
non-brokered financing with gross proceeds of up to $2,500,000 (the
"Offering"). Pursuant to the Offering, the Company will issue Notes
on substantially the same terms as the Notes issued under the
Transaction ("Financing Notes"), however the security under the
Financing Notes against the land and buildings acquired in the
Transaction will be subordinated to the security granted to the
Vendor. The Financing Notes will also be granted a subordinated
security interest over another existing property of the Company.
The Financing Notes will bear interest and repayment at the same
schedule as the above Note issuable to the Vendor in the
Transaction. Outstanding principal and unpaid interest from the
Financing Notes will be convertible into common shares at a
conversion price of $0.05 per common share during the Term.
Subscribers shall have the right to convert the Financing Notes at
any time, subject to a notice period. Additionally, the Company
shall have the right to repay the Financing Notes at any time
during the Term, together with prepayment of any remaining interest
payable under the Financing Notes.
The Company expects to close the initial tranche
of the Offering on or about February 26, 2024. The proceeds of the
Offering are expected to be used for upgrades to the equipment and
facilities acquired in the Transaction and for new site preparation
and development.
Certain directors and officers of the Company
may acquire Financing Notes under the Offering. Such participation
will be considered to be a "related party transaction" as defined
under Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The Company
anticipates relying on exemptions from the minority shareholder
approval and formal valuation requirements applicable to the
related-party transactions under sections 5.5(b) and 5.7(1)(b),
respectively, of MI 61-101, as neither the fair market value of the
Financing Notes to be acquired by the participating directors and
officers nor the consideration to be paid by such directors and
officers is anticipated to exceed $2,500,000.
The securities issued under the Offering have
not been and will not be registered under the U.S. Securities Act
of 1933, as amended, and were not to be offered or sold in the
United States absent registration or an applicable exemption from
the 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 the securities in the United States
or in any other jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Christina Lake Cannabis
Corp.
Christina Lake Cannabis is a licensed producer
of cannabis under the Cannabis Act. It has secured a standard
cultivation license and corresponding processing amendment from
Health Canada (March 2020 and August 2020, respectively) as well as
a research and development license (early 2020). Christina Lake
Cannabis’ facility consists of a 32-acre property, which includes
over 950,000 square feet of outdoor grow space, offices,
propagation and drying rooms, research facilities, and a facility
dedicated to processing and extraction. Christina Lake Cannabis
also owns a 99-acre plot of land adjoining its principal site. CLC
focuses its production on creating high quality extracts and
distillate for its B2B client base with proprietary strains
specifically developed for outdoor cultivation to enhance
extraction quality.
On behalf of Christina Lake
Cannabis:
“Mark Aiken”Mark Aiken, CEO
For more information about CLC, please
visit: www.christinalakecannabis.comJennifer SmithInvestor
Relations and Media
Inquiriesinvestors@clcannabis.com902-229-7265
THE CANADIAN SECURITIES EXCHANGE (“CSE”) HAS NOT
REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR
ADEQUACY OF THIS RELEASE, NOR HAS OR DOES THE CSE’S REGULATION
SERVICES PROVIDER.
This News Release includes certain
"forward-looking statements" which are not comprised of historical
facts. Forward-looking statements include estimates and statements
that describe the Company’s future plans, objectives or goals,
including words to the effect that the Company or management
expects a stated condition or result to occur. Forward-looking
statements may be identified by such terms as “believes”,
“anticipates”, “expects”, “estimates”, “may”, “could”, “would”,
“will”, “likely”, “probably”, “often”, or “plan”. Since
forward-looking statements are based on assumptions and address
future events and conditions, by their very nature they involve
inherent risks and uncertainties. Although these statements are
based on information currently available to the Company, the
Company provides no assurance that actual results will meet
management’s expectations. Risks, uncertainties and other factors
involved with forward-looking information could cause actual
events, results, performance, prospects and opportunities to differ
materially from those expressed or implied by such forward-looking
information. Forward looking information in this news release
includes, but is not limited to, the anticipated size of the
Offering, the completion and terms of the Offering, the use of the
proceeds from the Offering, the anticipated results from the
Transaction and the Transaction being financially accretive and
strategically valuable to the Company, the anticipated closing of
and proposed closing date for the Transaction, the results of the
processing, the 2024 outdoor grow season, any potential future
expansion, the Company’s objectives, goals or future plans,
statements, harvesting results, and estimates of market conditions.
Factors that could cause actual results to differ materially from
such forward-looking information include: the risk of delay or
failure to close either the Transaction or the Offering for any
reason, future growth potential of the Company, fluctuations in
general macroeconomic conditions, fluctuations in securities
markets, fluctuations in cannabis markets, expectations regarding
the size of the future harvest, the ability of the Company to
successfully achieve its business objectives, plans for expansion,
inability to obtain adequate insurance to cover risks and hazards
and general market conditions. Additional factors and risks
including various risk factors discussed in the Company’s
disclosure documents which can be found under the Company’s profile
on http://www.sedar.com. Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking statements prove incorrect, actual results may vary
materially from those described herein as intended, planned,
anticipated, believed, estimated or expected
Although the forward-looking statements
contained in this news release are based upon what management of
the Company believes, or believed at the time, to be reasonable
assumptions, the Company cannot assure shareholders that actual
results will be consistent with such forward-looking statements, as
there may be other factors that cause results not to be as
anticipated, estimated or intended. Readers should not place undue
reliance on the forward-looking statements and information
contained in this news release. Actual results could differ
materially from those currently anticipated due to a number of
factors and risks including various risk factors discussed in the
Company’s disclosure documents which can be found under the
Company’s profile on https://www.sedarplus.com. These
statements speak only as of the date of this news release. The
Company assumes no obligation to update the forward-looking
statements of beliefs, opinions, projections, or other factors,
should they change, except as required by law.
Core Laboratories (NYSE:CLB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Core Laboratories (NYSE:CLB)
Historical Stock Chart
From Jul 2023 to Jul 2024