/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO, Feb. 22, 2021 /CNW/ - VIVO Cannabis Inc. (TSX:
VIVO) ("VIVO" or the "Company") is pleased to
announce that it has commenced an overnight marketed public
offering of units of the Company (each, a "Unit" and,
collectively, the "Units") at an issue price per Unit of
$0.21, for gross proceeds of
approximately $7 million (the
"Offering"). 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")
at an exercise price of $0.26 per
Warrant Share for a period of 36 months following the Closing Date
(as defined below).
The Offering is expected to be priced in the context of the
market, with the final terms of the Offering to be determined at
the time of pricing pursuant to the terms of an underwriting
agreement to be entered into between the Company and ATB Capital
Markets Inc., as lead underwriter and sole bookrunner, and a
syndicate of underwriters (collectively, the
"Underwriters"). There can be no assurance as to whether or
when the Offering may be completed, or as to the actual size or
terms of the Offering. 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 ("TSX").
The Company intends to grant to the Underwriters a 30-day option
to purchase up to an additional 15% of the Units offered in the
proposed 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 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").
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.
Related Links
https://www.vivocannabis.com/
SOURCE VIVO Cannabis Inc.