/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE
UNITED STATES./
CALGARY, April 30, 2019 /CNW/ - Westleaf Inc. (the
"Company" or "Westleaf") (TSX-V:WL)(OTCQB:WSLFF)
announces that it has agreed to amend the terms of its previously
announced bought deal financing (the "Offering") of
convertible debenture units of the Company (the "Units") to
lower the conversion price at which the convertible debentures of
the Company ("Convertible Debentures") are convertible into
common shares of the Company (the "Debenture Shares") from
$2.13 per Debenture Share to
$1.30 per Debenture Share. The number
of warrants per Unit has been revised from 235 common share
purchase warrants of the Company (each, a "Warrant") to 385
Warrants. In addition, the Company has agreed to lower the exercise
price at which the Warrants will be exercisable to acquire common
shares of the Company (a "Warrant Share") from $2.75 per Warrant Share to $1.65 per Warrant Share.
The Company has granted Canaccord Genuity Corp. and GMP
Securities L.P. (the "Underwriters") an over-allotment
option to purchase up to additional Units, Convertible Debentures
and/or Warrants (or any combination thereof, at the discretion of
the Underwriters) equal to 15% of the Units sold under the
Offering, at a price of C$1,000 per
Unit, $932 per Convertible Debenture
and/or $0.18 per Warrant, as
applicable, exercisable in whole or in part at any time, for a
period of 30 days after and including the closing date of the
Offering (the "Closing Date").
If the holder elects to convert the Convertible Debentures after
a period that is eighteen months and one day following the Closing
Date, then the holder will also receive the Effective Interest (as
defined below), payable in: (i) common shares of the Company
("Common Shares") at a price equal to the daily volume
weighted average trading price of the Common Shares on the TSX
Venture Exchange (the "Exchange" or "TSXV") for the
consecutive 20 trading days of the Commons Shares on the Exchange
preceding the date of such election, or if such trading price is
lower than the maximum permitted discount for such Common Shares,
the maximum permitted discount for the issuance of the Common
Shares under TSXV policies (the "Common Share Interest
Price"); (ii) cash, or (iii) at the Company's option, a
combination of cash and Common Shares at the Common Share Interest
Price. The effective interest ("Effective Interest") is an
amount equal to the interest that the holder would have received if
the holder had held the Convertible Debentures until the maturity
of the Convertible Debentures.
The net proceeds of the Offering will be used for working
capital requirements and general corporate purposes.
The Units will be offered by way of an amended and restated
final short form prospectus to be filed in all provinces of
Canada except Quebec. The Offering is expected to close on
or before May 15, 2019 and is subject
to certain conditions including, but not limited to, the receipt of
all necessary regulatory approvals, including the approval of the
TSXV and the applicable securities regulatory authorities. In the
event that regulatory, including TSXV, approval in respect of the
amendments to the Offering are not received on or before
May 10, 2019, the parties have agreed
that no effect shall be given to the amendments noted above and
that the original terms of the Convertible Debentures and Warrants
shall be deemed to be in effect.
The securities comprising the Units being offered, and the
Debenture Shares issuable on the conversion of the convertible
debentures and the Warrant Shares issuable on the exercise of the
Warrants, 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 or to, or for the account or benefit of, U.S. persons
absent registration or an applicable exemption from the
registration requirements. This news 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.
About Westleaf Inc.
Westleaf is a vertically integrated cannabis company focused on
innovative retail experiences and engaging cannabis brands as well
as cultivation, production and extraction of cannabis products.
Westleaf is rolling out a national retail footprint for its retail
concept Prairie Records, with stores planned for British Columbia, Alberta, Saskatchewan and potentially Ontario. The retail concept leverages the
instinctual tie between recreational cannabis and music and
redefines the cannabis purchasing experience. The Company also has
two significant production facilities under construction and
scheduled for completion in 2019. For more information, please
visit www.westleaf.com or www.prairierecords.ca.
Neither TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this release
Cautionary Statements
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of
historical fact, are forward-looking statements and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
statements. This news release, forward-looking statements relate,
among other things, to the timing and expected closing of the
Offering, the use of proceeds of the Offering, the definitive terms
of the Units and the securities comprising the Units.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties, and other
factors which may cause the actual results and future events to
differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: risks relating to the ability to obtain or maintain
licenses to retail cannabis products; future legislative and
regulatory developments involving cannabis; inability to access
sufficient capital from internal and external sources, and/or
inability to access sufficient capital on favourable terms; the
labour market generally and the ability to access, hire and retain
employees; general business, economic, competitive, political and
social uncertainties; and the delay or failure to receive board,
shareholder, court or regulatory approvals, as applicable. There
can be no assurance that such statements will prove to be accurate,
as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should
not place undue reliance on the forward-looking statements and
information contained in this news release. Except as required by
law, Westleaf assumes no obligation to update the forward-looking
statements of beliefs, opinions, projections, or other factors,
should they change, except as required by law.
SOURCE Westleaf Inc.