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TORONTO, Nov. 4, 2020 /CNW/ - 48North Cannabis Corp.
("48North" or the "Company") (TSXV: NRTH) is pleased to announce
that it has closed its previously announced private placement
offering with Cormark Securities Inc. ("Cormark"), to offer for
sale 22,767,000 units (the "Units") of the Company at a price of
$0.15 per Unit for aggregate gross
proceeds of $3,415,050 (the
"Offering").
Each Unit is comprised of one common share in the capital of the
Company (a "Common Share") and one Common Share purchase warrant (a
"Warrant"). Each Warrant entitles the holder to acquire one Common
Share at a price of $0.30, for a
period of 30 months subject to acceleration described below.
The Offering was previously announced by the Company on
October 8, 2020, at which time it was
proposed that Cormark offer, on a best efforts private placement
basis, for sale up to 20,000,000 Units of the Company at a price of
$0.15 per Unit for aggregate pross
proceeds of up to $3.0 million. In
connection with the Offering, Cormark exercised its over-allotment
option with respect to 2,767,000 Units for additional gross
proceeds of $415,050.
"48North is laser-focused on becoming one of Canada's premier consumer-centric cannabis
company. Today's announcement lays the foundation for ongoing and
accelerated growth while reinforcing 48North's strength as a leader
in the Canadian cannabis market," said Charles Vennat, CEO of 48North.
The net proceeds of the Offering will be used to provide the
Company with additional working capital to support 48North in
becoming one of Canada's premier
consumer-centric cannabis companies.
If, at any time, the volume-weighted average trading price of
the Common Shares on the TSX Venture Exchange ("TSXV") is greater
than $0.45 for any 20 consecutive
trading day period, the Company may provide written notice (a
"Warrant Acceleration Notice") that the expiry of the Warrants
shall be accelerated to a date that is not less than 21 days from
the date of such Warrant Acceleration Notice, subject to TSXV
approval.
In connection with the Offering, Cormark received a cash
commission of 5.0% of the aggregate gross proceeds of the Offering
and such number of non-transferable broker warrants (the "Broker
Warrants") as is equal to 5.0% of the aggregate number of Units
sold under the Offering. Each Broker Warrant is exercisable into
one Unit at an exercise price of $0.15 for a period of 30 months from the closing
date.
The Offering constituted a related party transaction within the
meaning of Multilateral Instrument 61-101 as insiders of the
Company subscribed for an aggregate of 7,847,000 Units. The
participants in the Offering, and the extent of such participation,
were not finalized until shortly prior to the completion of the
Offering. Accordingly, it was not possible to publicly disclose
details of the nature and extent of related party participation in
the Offering pursuant to a material change report filed at least 21
days prior to the completion of the Offering.
The Units issued under the Offering are subject to a hold period
in Canada expiring four months and
one day from the closing date.
This press release does not constitute an offer of securities
for sale in the United States. The
securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933,
as amended, and such securities may not be offered or sold within
the United States absent
registration under U.S. federal and state securities laws or an
applicable exemption from such U.S. registration requirements.
About 48North
48North Cannabis Corp. (TSXV: NRTH) is a vertically integrated
cannabis company focused on manufacturing high-quality products,
building progressive and thought provoking brands, and low-cost
cultivation. 48North is developing formulations and manufacturing
capabilities for its own proprietary products, as well as
positioning itself to contract manufacture similar products for
third parties. 48North operates Good:Farm, a 100-acre organic
cannabis farm which produces organically-grown cannabis, securing a
significant first-mover advantage in the production of low-cost,
next-generation, extract-based cannabis products. In addition,
48North operates two indoor-licensed cannabis production sites in
Ontario. 48North cultivates unique
genetics at its wholly owned subsidiary, DelShen Therapeutics Corp.
and processes cannabis and manufactures next-generation cannabis
products at Good & Green Corp., both Licensed Producers under
the Cannabis Act.
DISCLAIMER & READER ADVISORY
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release. Certain statements contained in this press release
constitute forward-looking information. These statements relate to
future events or future performance. The use of any of the words
"could," "intend," "expect," "believe," "will," "projected,"
"estimated" and similar expressions and statements relating to
matters that are not historical facts are intended to identify
forward-looking information and are based on the parties' current
beliefs or assumptions as to the outcome and timing of such future
events. Actual future results may differ materially. Please refer
to the Company's SEDAR filings for further details concerning the
risks associated with the Company's business. The forward-looking
information contained in this release is made as of the date hereof
and the parties are not obligated to update or revise any
forward-looking information, whether as a result of new
information, future events or otherwise, except as required by
applicable securities laws. Because of the risks, uncertainties and
assumptions contained herein, investors should not place undue
reliance on forward-looking information. The foregoing statements
expressly qualify any forward-looking information contained herein.
Public health crises, including the ongoing novel coronavirus
(COVID-19) pandemic, could have significant economic and
geopolitical impacts that may adversely affect the Company's
business, financial condition and/or results of operations.
SOURCE 48North Cannabis Corp.