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Sproutly Canada arranges $20-million bought deal
2018-09-26 16:44 ET - News Release
Mr. Keith Dolo reports
SPROUTLY ANNOUNCES $20 MILLION SPECIAL WARRANTS BOUGHT DEAL FINANCING
Sproutly Canada Inc. has entered into a letter of engagement with Canaccord Genuity Corp. to act as lead underwriter and sole bookrunner, under which Canaccord Genuity has agreed to purchase 10,000 convertible debenture special warrants of the company on an underwritten basis at a price per convertible debenture special warrant of $1,000 for aggregate gross proceeds of $10-million. Canaccord Genuity has also agreed to purchase 15.4 million equity unit special warrants of the company on an underwritten basis at a price per equity unit special warrant of 65 cents for aggregate gross proceeds of approximately $10-million. The convertible debenture offering and the equity unit offering are collectively the offering and the convertible debenture special warrants and equity unit special warrants are together the offered securities. Prior to closing the offering, Canaccord Genuity and the company may agree to form a syndicate of underwriters.
The company has also granted Canaccord Genuity an option to purchase up to an additional 15% of the base offering of the Offered Securities, which option is exercisable by giving notice to the Company not less than 48-hours prior to the closing of the Offering. Closing of the Offering is expected to occur on October 18, 2018. If this option is exercised in full, an additional $3.0 million will be raised pursuant to the Offering and the aggregate proceeds of the Offering will be approximately $23 million.
Each CD Special Warrant and Equity Unit Special Warrant not previously exercised will be automatically exercised, without payment of additional consideration, on the earlier of: (i) the Qualification Deadline (as defined below); and (ii) the third business day after the Prospectus Qualification (as defined below). The holders of CD Special Warrants will receive, upon such deemed exercise and for no additional consideration, one convertible debenture unit of the Company (the "CD Units") for each CD Special Warrant held.
Each CD Unit will be comprised of one unsecured convertible debenture of the Company (each, a "Convertible Debenture") and 667 common share purchase warrants ( a " Warrant"). Each Warrant will entitle the holder to purchase one common share of the Company (each, a "Common Share") at an exercise price of $0.90 per Common Share for a period of 24 months from the date of closing of the Offering.
The holders of Equity Unit Special Warrants will receive, upon such deemed exercise and for no additional consideration, one unit of the Company (the "Equity Units") for each Equity Unit Special Warrant held. Each Equity Unit will be comprised of one Common Share and one-half of one Warrant.
The Company has agreed to use its best efforts to obtain a receipt for a final short form prospectus qualifying the distribution of the CD Units and Equity Units upon exercise of the CD Special Warrants and Equity Unit Special Warrants respectively (together, the "Prospectus Qualification") on or before the date that is 60 days following closing of the Offering (the "Qualification Deadline"). If the Prospectus Qualification does not occur before the Qualification Deadline, each holder shall be entitled to receive, without payment of additional consideration, 1.05 CD Units per CD Special Warrant or 1.05 Equity Units per Equity Unit Special Warrant. Until the Prospectus Qualification occurs, securities issued in connection with the Offering will be subject to a 4-month hold period from the date of issue.
The Company intends to use the net proceeds of the Offering to fund expansion and other general corporate purposes. The closing date of the Offering is scheduled to be on or about October 18, 2018 and is subject to certain customary conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange and the applicable securities regulatory authorities.
The Convertible Debentures shall bear interest at a rate of 8.0% per annum from the date of issue, payable semi-annually in arrears on June 30 and December 31 of each year. The Convertible Debentures will have a maturity date of 24 months from the closing date of the Offering (the "Maturity Date").
The Convertible Debentures will be convertible at the option of the holder into Common Shares at any time prior to the close of business on the Maturity Date at a conversion price of $0.75 per Common Share (the "Conversion Price").
The Convertible Debentures will be subject to redemption, in whole or in part, by the Company at any time following the date that is 12 months from the date of issuance upon giving holders not less than 30 and not more than 60 days' prior written notice, at a price equal to the then outstanding principal amount of the Convertible Debentures plus all accrued and unpaid interest up to and including the redemption date. Upon a change of control of the Company, holders of the Convertible Debentures will have the right to require the Company to repurchase their Convertible Debentures, in whole or in part, on the date that is 30 days following the change of control, at a price equal to 105% of the principal amount of the Convertible Debentures then outstanding plus accrued and unpaid interest thereon (the "Offer Price"). If 90% or more of the principal amount of the Convertible Debentures outstanding on the date of the notice of the change of control have been tendered for redemption, the Company will have the right to redeem all of the remaining Convertible Debentures at the Offer Price.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Sproutly Canada, Inc.
Sproutly is an ACMPR Licensed Producer of cannabis and an exclusive licensee of APP Technology that strives to meet the evolving needs of cannabis consumers in regulated global jurisdictions. Its mission is to become a consumer products company, bringing together best-in-class cultivation, secured distribution solutions, and advanced technologies to redefine the cannabis industry. Sproutly currently owns and operates a 16,600 sq. ft. production facility located centrally in the Greater Toronto Area utilizing state-of-the-art production technology and methods designed to pharma-grade standards. Sproutly's strategy is focused on developing and deploying novel technologies to formulate and market unique cannabis products in a rapidly evolving consumer market.
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