CO2 GRO Announces Closing of Shares for Debt Transaction TORONTO, ON / TheNewswire / August 15, 2018 – CO2 GRO Inc. (“GROW” or the “Company”) (TSX-V: GROW) is pleased to announce that it has completed the shares for debt transaction originally announced on January 25, 2018 (the "Shares-for-Debt Transaction"), after receiving the requisite disinterested shareholder approval and the approval of the TSX Venture Exchange to settle indebtedness with certain members of the management of the Company.
Pursuant to the Shares-for-Debt Transaction, 4,329,733 common shares of the Company (the “Shares”) were issued to each John Archibald, the President and Chief Executive Officer, Aaron Archibald, Vice-President - Operations and Sam Kanes, Vice President – Business Development (the “Management Team”). The Shares were issued at a deemed price of $0.19 per Share to settle debt in the amount of $2,467,948 related to an outstanding bonus payment and for services previously rendered to the Company in connection with the successful reactivation of the Company's dissolved CO2 plant production business segment. Each member of the Management Team has agreed with the Company to escrow 50% of his Shares until January 1, 2019 provided that such Management member continues in his current (or similar) position with the Company. If, on January 1, 2019, the Management member no longer holds his (or a similar) position with Company then his escrowed Shares will be repurchased by the Company at the deemed issuance price, subject to applicable securities laws. Each member of the Management Team has signed an agreement with the Company and Computershare Trust Company of Canada, as escrow agent, relating to the terms of the escrowed Shares.
All securities issued in connection with the Shares-for-Debt Transaction will be subject to a hold period of four months plus a day from the date of issuance. As a result of the Shares-for-Debt Transaction, John Archibald, directly and through his holding company, holds 4,579,888 Shares or 8.2% of the issued and outstanding Shares. Aaron Archibald, directly and through his holding company, holds 4,381,673 Shares or 7.9% of the issued and outstanding Shares. Early Warning
Mr. Kanes now holds, directly and through his holding company, a total of 7,275,656 Shares representing approximately 13.0% of the current issued and outstanding Shares of the Company, 837,285 options and 1,866,025 warrants for the purchase of an additional 2,703,310 Shares of the Company. Should Mr. Kanes exercise all of his 2,703,310 options and warrants, he would hold or exercise control or direction over approximately 17.0% of the then issued and outstanding Shares. Prior to the Shares-for-Debt Transaction, Mr. Kanes had control and direction over 5,649,233 Shares (assuming the full exercise of the 2,703,310 options and warrants he already had control or direction over) which represented 12.4% of all of the issued and outstanding Shares. Mr. Kanes may, depending on market conditions, acquire additional Shares or dispose of existing Shares of the Company.
A copy of the Early Warning Report for Mr. Kanes will be available on SEDAR. For further information, including to obtain a copy of the Early Warning Report please contact Mr. Kanes as specified below.