Pender Growth Fund Announces Investment in GreenSpace Brands
December 09 2020 - 8:51PM
Pender Growth Fund Inc. (TSXV: PTF)
(“
Pender Growth Fund” or the
“
Company”) announces today that it has agreed to
participate in GreenSpace Brands Inc.’s (TSX-V: JTR)
(“
Greenspace”) proposed brokered private placement
(the “
Greenspace Offering”).
It is anticipated that Pender Growth Fund will
acquire 47,191,465 units of Greenspace (“Greenspace
Units”) at a price of $0.05 per Greenspace Unit for a
purchase price of approximately $2.4 million. In addition, it is
anticipated that Pender Growth Fund’s manager, PenderFund Capital
Management Ltd.
(“PenderFund”)
will acquire 32,808,535 Greenspace Units on behalf of certain
investment funds it manages. As used herein,
“Pender” refers to Pender Growth Fund and
PenderFund collectively.
Each Greenspace Unit consists of one common
share of Greenspace (a “Greenspace Share”) and one
common share purchase warrant (a “Greenspace
Warrant”). Each Greenspace Warrant will entitle the holder
to acquire an additional Greenspace Share at an exercise price of
$0.08 for 24 months following closing of the Greenspace Offering,
subject to an accelerated expiry provision.
Pender currently holds an aggregate of
63,699,000 Greenspace Shares, representing 26.58% of the issued and
outstanding common shares. Of this amount, Pender Growth Fund holds
22,828,320 Greenspace Shares representing 9.53% of the issued and
outstanding common shares. Upon closing of the Greenspace Offering,
Pender will hold an aggregate of 143,699,000 Greenspace Shares,
representing 39.41% of the issued and outstanding common shares (on
a non-diluted basis). Of this amount, Pender Growth Fund will hold
70,019,785 Greenspace Shares, representing 19.20% of the issued and
outstanding common shares (on a non-diluted basis). As disclosed by
Greenspace, as Pender is currently an insider and control person of
Greenspace, Pender’s participation in the Greenspace Offering is
considered to be a “related party transaction” for Greenspace
pursuant to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI
61-101”) and Greenspace intends to rely on exemptions to
the requirements in MI 61-101 that would otherwise require a formal
valuation and minority shareholder approval of Pender’s
participation. The independent directors of Greenspace have
determined that the terms of the Greenspace Offering (including
Pender’s participation) is fair to, and in the best interests of,
the shareholders of Greenspace.
Closing of the Greenspace Offering is subject to
receipt of all necessary corporate and regulatory approvals,
including the approval of the TSX Venture Exchange.
About
Pender Growth Fund Inc.Pender Growth Fund Inc. is
an investment company with the objective of achieving long-term
capital appreciation for its investors. The company utilizes its
small capital base and long-term horizon to invest in unique
investments; primarily small cap, special situations, and illiquid
public and private companies. The company trades on the TSX Venture
Exchange under the symbol “PTF”.
Please visit www.pendergrowthfund.com.
For further information, please
contact:Tony RautavaPenderFund Capital Management
Ltd.(604) 653-9625Toll Free: (866)
377-4743trautava@penderfund.com
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.
Forward-Looking Information
This news release may contain forward-looking
statements (within the meaning of applicable securities laws)
relating to Pender’s investment in GreenSpace. Forward-looking
statements are identified by words such as “believe”, “anticipate”,
“project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate”
and other similar expressions. These statements are based on
Pender’s expectations and conditions relating to the completion of
its investment in GreenSpace. The forward-looking statements in
this news release are based on certain assumptions; they are not
guarantees and involve risks and uncertainties that are difficult
to control or predict. A number of factors could cause actual
results to differ materially from the results discussed in the
forward-looking statements, including, but not limited to, the
receipt of approval of the Greenspace Offering from the TSX Venture
Exchange. There can be no assurance that forward-looking statements
will prove to be as accurate as actual outcomes and results may
differ materially from those expressed in these forward-looking
statements. Readers, therefore, should not place undue reliance on
any such forward-looking statements. Further, these forward-looking
statements are made as of the date of this news release and, except
as expressly required by applicable law, the company assumes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
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