September 27, 2016 – Vancouver, B.C. – Alliance Growers Corp. (CSE: ACG) (“Alliance Growers” or the “Company”) is pleased to announce a non-brokered private placement (the “Private Placement”) of up to 4,000,000 units (the “Units”) at a price of $0.05 per Unit, for gross proceeds of up to $200,000. Each Unit is comprised of one common share and one-half share purchase warrant. Each full share purchase warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.10 per share, for a period of two years from the date the Units are issued. If during the exercise period of the warrants, but after the resale restrictions on the shares have expired, the Company’s shares trade at or above a weighted average trading price of $0.15 per share for 10 consecutive trading days, the Company may accelerate the expiry time of the warrants by giving written notice to warrant holders that the warrants will expire 30 days from the date of providing such notice.
A portion of the Private Placement may be completed in accordance with the exemption set out in BC Instrument 45-534 (Exemption from prospectus requirement for certain trades to existing security holders) (the “Security Holder Exemption”) pursuant to the terms and conditions of this Offering News Release and BC Instrument 45-534. Alliance shall make the pro-rata offer available to all persons who, as of the record date of September 20, 2016, held common shares in the capital of the Company. In accordance with the requirements of the Security Holder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.
The Private Placement securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
The Company plans to allocate the proceeds of the Private Placement to general working capital. The financing is subject to regulatory approval. All securities issued pursuant to the placement will be subject to a hold period of four months and one day from the date of closing.
About Alliance Growers
Alliance Growers Corp (ACG: CSE) is a diversified cannabis company driven by the Company’s ‘Four Pillars’ Organization Plan – MMPR cannabis production facilities, distribution network, consumer products, and research and development.
Alliance is finalizing an agreement with Botanical Research In Motion International Inc., for a Canada Exclusive License to jointly develop and operate a 40,000 square foot facility to be the first of its kind in Western Canada to house a DNA Botany lab, extraction facility and Tissue Culture Plantlet Production facility to service the Cannabis market and agriculture market in general. The proposed facility will grow Cannabis plantlets using proprietary tissue culture propagation, specifically the “Chibafreen Invitro Plant Production System”, which assures consistent composition and purity of each plantlet for the growers. As well, Alliance has been negotiating to obtain exclusive Canadian distribution agreements for certain proprietary products for support of the Cannabis growing industry in addition to possible partnerships with existing MMPR licensed and soon-to-be licensed facilities. For further information please visit the Company’s corporate website at www.alliancegrowers.com or the Company’s profile at www.sedar.com.
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On behalf of the board of directors of
ALLIANCE GROWERS CORP.
“Dennis Petke”
Dennis Petke
President and CEO
For more information contact:
Dennis Petke
Tel: 778-331-4266
DennisPetke@alliancegrowers.com
Rob Grace
Corporate Communications
Tel: 778-998-5431
RobGrace@alliancegrowers.com
THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.