RE:How many shares will br unlocked on jan25?IamtryingOKAY wrote:
anybody got any info on how many shares will be unlocked on jan 25. And how it is gonna work out? I was trying to find but now luck
A long story short 535,446 broker warrants available.... 120 days past closing Aug. 27th.
On August 27, 2018, Trulieve completed a brokered private placement of 10,927,500 Subscription Receipts at an issue price of C$6.00 per Subscription Receipt (the “SR Offering Price”) for gross proceeds of C$65,565,000 pursuant to the terms of the Agency Agreement (the “SR Offering”).
Each Subscription Receipt entitles the holder thereof to receive, without payment of any additional consideration or further action, and subject to adjustment, one Trulieve Share upon satisfaction or waiver of the Escrow Release Conditions in accordance with a subscription receipt agreement (the “Subscription Receipt Agreement”) dated as of August 27, 2018 among Trulieve, Canaccord Genuity Corp. and GMP Securities L.P. (the “Agents”) and the Escrow Agent, as subscription receipt agent thereunder.
The gross proceeds of the SR Offering, less (i) 50% of the commissions payable to the Agents pursuant to the terms of the Agency Agreement (the “Agency Fee”), and (ii) the Agents’ expenses incurred in connection with the SR Offering (the “Agents’ Expenses”) accrued at that time (including legal fees, disbursements and applicable taxes) and payable by Trulieve pursuant to the terms of the Agency Agreement, were deposited in escrow with the Escrow Agent and invested in an interest bearing account (the funds held in escrow by the Escrow Agent, together with all interest and other income earned thereon, are referred to herein as the “Escrowed Funds”). Provided the Escrow Release Conditions are satisfied on or prior to the date that is 120 days from the date of the closing of the SR Offering (the “Escrow Release Deadline”), the Escrowed Funds will be released from escrow by the Escrow Agent as follows: (a) to the Agents, an amount equal to the balance of the Agency Fee and any Agents’ Expenses not already paid by Trulieve; and (b) to Trulieve, an amount equal to the Escrowed Funds, less the foregoing deductions.
If (i) the Escrow Release Conditions are not satisfied on or before the Escrow Deadline, unless extended in accordance with the terms of the Subscription Receipt Agreement, or (ii) prior to the Escrow Deadline, the Company advises the Agents or announces to the public that it does not intend to complete the Transaction prior to the Escrow Deadline or the Definitive Agreement is terminated (any such event being a “Termination”), holders of the Subscription Receipts shall, commencing at 12:00 p.m. (EST) on the third business day following the date on which the Termination occurs, be entitled to receive from the Escrow Agent and the Escrow Agent shall pay to each holder of Subscription Receipts an amount equal to the SR Offering Price for each Subscription Receipt plus a pro rata share of interest earned thereon, and all of the Subscription Receipts shall be cancelled. If the amount of the Escrowed Funds, including all interest thereon, would not be sufficient to satisfy any such payment then, pursuant to the Subscription Receipt Agreement, Trulieve will be required to deposit an additional amount, sufficient to satisfy the shortfall, with the Subscription Receipt Agent prior to the time at which the payment is required.
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In connection with the SR Offering, Trulieve paid a cash fee to the Agents equal to 6.0% of the gross proceeds of the SR Offering, provided that the cash fee payable to the Agents was reduced to 3.0% in respect of sales to subscribers on a president’s list. As additional consideration, the Agents were granted an aggregate of 535,446 broker warrants (the “Broker Warrants”) on closing of the SR Offering. Each Broker Warrant is exercisable at any time prior to the date that is 24 months following the date the Escrow Release Conditions are satisfied to acquire one Trulieve Share at the SR Offering Price. In the event a Termination occurs on or before the Escrow Deadline, the Broker Warrants shall thereafter be void and of no further force and effect. Upon completion of the RTO Transaction, the Broker Warrants shall be exchanged for economically equivalent broker warrants of the Resulting Issuer.