Lift & Co. Corp. (the "Company") (TSXV: LIFT) (OTCQB: LFCOF) is
pleased to announce that it has completed a non-brokered private
placement offering (the “Private Placement”) of 10.6% senior
secured convertible debentures of the Company due September 10,
2020 in the aggregate principal amount of $3,500,000 (the
“Debentures”) and 2,713,178 common share purchase warrants of the
Company (each, a “Warrant” and collectively the “Warrants”) for
aggregate gross proceeds of $3,500,000. The subscribers pursuant to
the Private Placement were affiliates of Gotham Green Partners,
LLC, an insider of the Company (such funds, the “Subscribers”).
The Debentures will be comprised of: (a)
$2,000,000 principal amount, which will be immediately used to
repay the Company’s existing indebtedness to the Subscribers
pursuant to the Company’s unsecured convertible debentures due
September 13, 2020; and (b) $1,500,000 principal amount which will
remain outstanding. The Debentures will bear interest at a rate of
10.6% per annum and will mature on September 10, 2020, subject to
prepayment upon meeting certain conditions (the “Maturity Date”).
The Debentures are secured by a first ranking security interest
that is in priority to all of the other obligations of the Company.
The Debentures will be convertible at any time at the holder’s
option into common shares of the Company (“Common Shares”) at a
conversion price of $0.215, which is equal to the closing price of
the Common Shares on the last trading day prior to the closing of
the Private Placement (the “Closing Date”).
While the Debentures are outstanding, and
subject to approval of the TSX Venture Exchange (“TSXV”), interest
may be paid-in-kind (“PIK”) at the Company’s option on the
outstanding principal amount of such Debentures such that any
amount of PIK interest is added to the outstanding principal amount
of such Debentures at a price per Common Share that is based on a
price no less than the market price of the Common Shares at the
time of the PIK interest being added to the Debentures.
Each Warrant is exercisable into one Common
Share until September 10, 2020 at an exercise price of $0.3225 per
Common Share.
All securities issued in connection with the
Private Placement will be subject to a hold period of four months
and one day from the Closing Date. The Company intends to use the
net proceeds of the Private Placement for: (i) general working
capital purposes; (ii) fees and expenses related to the Private
Placement; and (iii) repayment of certain indebtedness of the
Company, including the Company’s existing debentures held by the
Subscribers, as described above.
The issuance of the Debentures and Warrants to
an insider pursuant to the Private Placement is considered a
related party transaction within the meaning of TSXV Policy 5.9 and
Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The Company intends
to rely on exemptions from the formal valuation and minority
shareholder approval requirements in sections 5.5(e) and 5.7(c) of
MI 61-101 in respect of such insider participation on the basis
that the transaction is supported by an arm’s length control
person.
The Private Placement remains subject to the
final acceptance of the TSXV. The Company intends to file a
material change report with respect to the Private Placement within
10 days of the Closing Date.
The Company did not file a material change
report more than 21 days before the expected closing of the Private
Placement, which it considers reasonable in the circumstances, as
the participation in the transaction by related parties of the
Company were not settled until shortly prior to closing of the
Private Placement.
The securities issued in connection with the
Private Placement have not been and will not be registered under
1933 Act, or any U.S. state securities laws, and may not be offered
or sold in the United States or to, or for the account or benefit
of, United States persons absent registration or an applicable
exemption from the registration requirements of the 1933 Act and
applicable U.S. state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
securities in the United States, nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Lift & Co.
Lift & Co. is a publicly traded technology
company modernizing the cannabis industry.
Forward Looking Statements
This news release and each of the documents
referred to herein contains “forward-looking information” within
the meaning of applicable Canadian and United States securities
legislation. All statements, other than statements of historical
fact, included herein are forward-looking information. Often, but
not always, forward-looking information can be identified by the
use of words such as “plans”, “is expected”, “expects”,
“scheduled”, “intends”, “contemplates”, “anticipates”, “believes”,
“proposes” or variations (including negative and grammatical
variations) of such words and phrases, or state that certain
actions, events or results “may”, “could”, “would”, “might” or
“will” be taken, occur or be achieved. Such statements are based on
the current expectations of management and are based on assumptions
and subject to risks and uncertainties. Although management
believes that the assumptions underlying these statements are
reasonable, they may prove to be incorrect. The forward-looking
events and circumstances discussed in this press release may not
occur by certain specified dates or at all and could differ
materially as a result of known and unknown risk factors and
uncertainties affecting the Company.
Although the Company has attempted to identify
important factors that could cause actual results, performance or
achievements to differ materially from those contained in the
forward-looking statements, there can be other factors that cause
results, performance or achievements not to be as anticipated,
estimated or intended.
There can be no assurance that such
forward-looking statements will prove to be accurate or that
management's expectations or estimates of future developments,
circumstances or results will materialize. Accordingly, readers
should not place undue reliance on forward-looking statements. The
forward-looking statements in this news release are made as of the
date of this release, and subject to change after such date. The
Company disclaims any intention or obligation to update or revise
such information, except as required by applicable law, and the
Company does not assume any liability for disclosure relating to
any other company mentioned herein.
Neither the TSXV nor its Regulation Services
Provider (as the term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
For further information:
Lift & Co. Corp.
Sara McMillen, Director Communications and Government
Relationssmcmillen@lift.co 1-416-220-9536
Nikki Laoutaris, Communications Manager nlaoutaris@lift.co
1-647-464-0148
Investor Relations: Thesis Capital Prit Singh
psingh@thesiscapital.ca 905-510-7636
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