Emerald Health Therapeutics Announces $2.5 Million Prospectus Sale and Concurrent Secondary Sale
November 13 2019 - 9:28AM
Emerald Health Therapeutics, Inc. (“Emerald”) (TSXV: EMH; OTCQX:
EMHTF), has entered into a binding term sheet with a single
Canadian institutional accredited investor (the “Investor”) under
which the Investor has agreed, subject to certain customary
conditions, to purchase 4,385,965 units of Emerald (each, a "Unit")
at a price of $0.57 per Unit for total gross proceeds of $2,500,000
(the "Offering").
Each Unit will consist of one common share of
Emerald (each, a "Common Share") and one common share purchase
warrant (each, a "Warrant"). Each Warrant will entitle the Investor
to acquire one common share of Emerald (each, a "Warrant Share") at
a price of $0.75 per Warrant Share for a period of five years
following the closing of the Offering. In the event that the
closing sale price of the Common Shares on the TSX Venture
Exchange, or such other principal exchange on which the Common
Shares are then trading, is greater than $1.50 per Share for a
period of ten consecutive trading days at any time after the
closing of the Offering, Emerald may accelerate the expiry date of
the Warrants by giving written notice to the Investor and in such
case the Warrants will expire on the 15th day after the date on
which such notice is given by Emerald.
The Investor has also agreed to purchase from
Emerald Health Sciences Inc. ("Sciences"), a control person of
Emerald, 4,385,965 common shares of Emerald (each, a "Secondary
Share") at a price of $0.57 per Secondary Share (the "Secondary
Sale").
The Company intends to use the net proceeds of
the Offering for general working capital purposes. The Company will
not receive any proceeds from the Secondary Sale.
The Treasury Shares and the Secondary Shares
will be offered by way of a shelf prospectus supplement to be filed
in all of the provinces of Canada pursuant to National Instrument
44-102 – Shelf Distributions.
The closing date of the Offering and the
Secondary Sale is scheduled to be on or about November 20, 2019 and
is subject to certain customary conditions including, but not
limited to, the receipt of all necessary approvals, including the
approval of the TSX Venture Exchange and applicable securities
regulatory authorities.
This press release will not constitute an offer
to sell or the solicitation of an offer to buy nor will there be
any sale of the securities in any state in which such offer,
solicitation, or sale would be unlawful. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
United States Securities Act of 1933, as amended, and applicable
state securities laws.
About Emerald Health
Therapeutics
Emerald Health Therapeutics, Inc. is a Canadian
licensed producer of cannabis products focused on differentiated,
value-added product development for medical and adult-use customers
supported by novel intellectual property, large-scale cultivation,
extraction, and softgel encapsulation, as well as unique marketing
and distribution channels. Its 50%-owned Pure Sunfarms operation in
British Columbia, with value-oriented products, is in full
production at its first 1.1 million square foot greenhouse
operation, Delta 3. Pure Sunfarms’ second 1.1 million square foot
greenhouse, Delta 2, is planned to be in full production by the end
of 2020. Emerald’s Verdélite 88,000 square foot indoor production
facility in Québec is fully-licensed and increasing cultivation of
premium, craft cannabis strains. Its Metro Vancouver high-quality
organic greenhouse and outdoor operation is expanding production in
the first of two 78,000 square foot buildings. Its Emerald Health
Naturals joint venture is broadening distribution of its
non-cannabis endocannabinoid-supporting product line across Canada.
Emerald has contracted for approximately 1,000 acres of hemp
annually in 2019 to 2022 with the objective of extracting low-cost
CBD. The executive team is highly experienced in life sciences,
product development, large-scale agri-business, and marketing.
Please visit www.emeraldhealth.ca for more information or
contact: Jenn Hepburn, Chief Financial Officer (800) 757 3536 Ext.
#5
Emerald Investor Relations (800) 757 3536 Ext.
#5invest@emeraldhealth.ca
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking
Statements: Certain statements made in this press release that are
not historical facts are forward-looking statements and are subject
to important risks, uncertainties and assumptions, both general and
specific, which give rise to the possibility that actual results or
events could differ materially from our expectations expressed in
or implied by such forward-looking statements. Such statements
include: closing of the Offering and the Secondary Sale; the use of
proceeds raised from the Offering; obtaining required regulatory
approvals; production and processing capacity of various
facilities; expansion of facilities; receipt of hemp deliveries;
and anticipated production costs.
We cannot guarantee that any forward-looking
statement will materialize, and readers are cautioned not to place
undue reliance on these forward-looking statements. These
forward-looking statements involve risks and uncertainties related
to, among other things, changes of law and regulations; changes of
government; failure to obtain regulatory approvals or permits;
failure to obtain necessary financing; results of production and
sale activities; results of scientific research; regulatory
changes; changes in prices and costs of inputs; demand for labour;
demand for products; failure of counter-parties to perform
contractual obligations; as well as the risk factors described in
Emerald’s annual information form and other regulatory filings. The
forward-looking statements contained in this press release
represent our expectations as of the date hereof. Forward-looking
statements are presented for the purpose of providing information
about management's current expectations and plans and allowing
investors and others to obtain a better understanding of our
anticipated operating environment. Readers are cautioned that such
information may not be appropriate for other purposes. Emerald
undertakes no obligations to update or revise such statements to
reflect new circumstances or unanticipated events as they occur,
unless required by applicable law.
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