/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
KELOWNA, BC, Jan. 25, 2021 /CNW/ - The Valens Company Inc.
(TSX: VLNS) (OTCQX: VLNCF) (the "Company," "The Valens
Company" or "Valens"), a leading manufacturer of
cannabis derivative products, is pleased to announce that it has
entered into an agreement with a syndicate of underwriters led by
ATB Capital Markets Inc. ("ATB") pursuant to which ATB has
agreed to purchase from the Company and sell to the public
17,080,000 units ("Units") of the Company at a price of
CDN$2.05 per Unit for gross proceeds
of CDN$35,014,000 (the
"Offering"). In addition, the Company has granted the
Underwriters an option, exercisable at the offering price for a
period of 30 days following closing of the Offering, to purchase up
to an additional 2,562,000 Units to cover over-allotments, if any,
and for market stabilization purposes.
Each Unit is comprised of one common share (a "Common
Share") and one-half of a common share purchase warrant of the
Company (each whole common share purchase warrant, a
"Warrant", and collectively with the Units and the Common
Shares, the "Offered Securities"). Each Warrant will be
exercisable to acquire one Common Share (a "Warrant Share")
for a period of three years following the Closing Date (as
hereinafter defined) at an exercise price of CDN$2.55 per Warrant Share, subject to adjustment
in certain events.
The Company plans to use net proceeds of the
Offering for a portion of the cash component of the recently
announced acquisition of LYF Food Technologies Inc., to pursue
other strategic M&A and business expansion opportunities in
Canada and international markets,
working capital requirements and other general corporate purposes.
The Offering is subject to certain conditions, including the
receipt of all necessary regulatory approvals, including approval
from Toronto Stock Exchange (the "TSX"). The Offering is
expected to close on or about January 29,
2021 (the "Closing Date").
The Company has filed a preliminary short form base shelf
prospectus dated January 22, 2021 in
each of the provinces of Canada,
which will be used in connection with the Offering. The Offered
Securities will be offered pursuant to a prospectus supplement (the
"Prospectus Supplement") to the final base shelf
prospectus to be filed in each of the provinces of Canada (the "Base Prospectus"),
and in the United States on a
private placement basis to "qualified institutional buyers"
pursuant to an exemption from the registration requirements of the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act").
The Base Prospectus, when final and effective, will provide the
Company with the flexibility to take advantage of financing
opportunities and favourable market conditions, and to offer, issue
and sell, during the 25 month period that it remains effective (the
"Effective Period") Common Shares; senior and subordinated
unsecured debt securities, including debt securities convertible or
exchangeable into other securities of Valens; subscription
receipts; warrants; and/or units comprised of one or more of such
above-mentioned securities (collectively, the "Securities")
for up to an aggregate offering price of CDN$100,000,000, in one or more transactions
during the Effective Period. The Company may also use the
Base Prospectus in connection with an "at-the-market distribution"
in accordance with applicable securities laws, which would permit
securities to be sold on behalf of the Company through the TSX (or
other existing trading markets) as further described in the
applicable prospectus supplement. To date, no agreement has been
entered into with respect to any "at-the-market distribution".
If any Securities, in addition to the Offered Securities, are
offered under the Base Prospectus, the terms of any such Securities
and the intended use of the net proceeds resulting from such
offering would be established at the time of any offering and would
be described in a further prospectus supplement filed with the
applicable Canadian securities regulatory authorities at the time
of such offering, which would be made available by Valens on SEDAR
at www.sedar.com.
No securities regulatory authority has either approved or
disapproved the contents of this news release. 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.
The Offered Securities have not been and will not be registered
under the U.S. 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. 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 the Offered Securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
Legal Advisors
Stikeman Elliot LLP acted as legal counsel to Valens on the
Offering and Borden Ladner Gervais LLP acted as legal counsel to
ATB on the Offering.
About The Valens Company
The Valens Company is a leading manufacturer of cannabis
derivative products with a mission to bring the benefits of
cannabis to the world. The Company provides proprietary cannabis
processing services across five core technologies, in addition to
best-in-class product development, formulation and manufacturing of
cannabis consumer packaged goods. The Valens Company's high-quality
products are exclusively formulated for the medical, therapeutic,
health and wellness, and recreational consumer segments, and are
offered across numerous product formats, including oils, vapes,
concentrates, edibles and topicals, as well as pre-rolls, with a
focus on next-generation product development and innovation. Its
breakthrough patented emulsification technology, SōRSE™ by Valens,
converts cannabis oil into water-soluble emulsions for seamless
integration into a variety of product formats, allowing for
near-perfect dosing, stability, and taste. In partnership with
brand houses, consumer packaged goods companies and licensed
cannabis producers around the globe, the Company continues to grow
its diverse product portfolio in alignment with evolving cannabis
consumer preferences in key markets. Through its wholly owned
subsidiary Valens Labs Ltd., the Company is setting the standard in
cannabis testing and research and development with Canada's only ISO17025 accredited analytical
services lab, named The Centre of Excellence in Plant-Based Science
by partner and scientific world leader Thermo Fisher Scientific.
Discover more on The Valens Company and its subsidiaries at
http://www.thevalenscompany.com.
Notice regarding Forward Looking Statements
All information included in this news release, including any
information as to the future financial or operating performance and
other statements of Valens that express management's expectations
or estimates of future performance, other than statements of
historical fact, constitute forward-looking information or
forward-looking statements within the meaning of applicable
securities laws and are based on expectations, estimates and
projections as of the date hereof. Forward-looking statements are
included for the purpose of providing information about
management's current expectations and plans relating to the future.
Wherever possible, words such as "plans", "expects", "scheduled",
"trends", "indications", "potential", "estimates", "predicts",
"anticipate", "to establish", "believe", "intend", "ability to", or
statements that certain actions, events or results "may", "could",
"would", "might", "will", or are "likely" to be taken, occur or be
achieved, or the negative of these words or other variations
thereof, have been used to identify such forward-looking
information. Specific forward-looking statements include, without
limitation, all disclosure regarding future results of operations,
economic conditions and anticipated courses of action. Investors
and other parties are advised that there is not necessarily any
correlation between the number of SKUs manufactured and shipped and
revenue and profit, and undue reliance should not be placed on such
information. This news release contains forward-looking statements
pertaining to, among other things, the Company's use of proceeds
and expected Closing Date in respect of the Units issued pursuant
to the Offering and any additional Securities issued under the Base
Prospectus, if any.
The risks and uncertainties that may affect forward-looking
statements include, among others, regulatory risk, United States border crossing and travel bans,
reliance on licenses, expansion of facilities, competition,
dependence on supply of cannabis and reliance on other key inputs,
dependence on senior management and key personnel, general business
risk and liability, regulation of the cannabis industry, change in
laws, regulations and guidelines, compliance with laws, reliance on
a single facility, limited operating history, vulnerability to
rising energy costs, unfavourable publicity or consumer perception,
product liability, risks related to intellectual property, product
recalls, difficulties with forecasts, management of growth and
litigation, many of which are beyond the control of The Valens
Company. For a more comprehensive discussion of the risks faced by
the Company, and which may cause the actual financial results,
performance or achievements of the Company to be materially
different from estimated future results, performance or
achievements expressed or implied by forward-looking information or
forward-looking statements, please refer to the Company's latest
Annual Information Form filed with Canadian securities regulatory
authorities at www.sedar.com or on the Company's website at
www.thevalenscompany.com. The risks described in such Annual
Information Form are hereby incorporated by reference herein.
Although the forward-looking statements contained herein reflect
management's current beliefs and reasonable assumptions based upon
information available to management as of the date hereof, the
Company cannot be certain that actual results will be consistent
with such forward-looking information. The Company cautions you not
to place undue reliance upon any such forward-looking statements.
The Company disclaims any intention or obligation to update or
revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as required by
applicable law. Nothing herein should be construed as either an
offer to sell or a solicitation to buy or sell securities of The
Company.
SOURCE The Valens Company Inc.