Not for dissemination or distribution in the United States or through U.S. newswire services.
TORONTO, Aug. 10, 2018 (GLOBE NEWSWIRE) -- Maricann Group Inc. (CSE:MARI) (Maricann or the “Company”) announced
today that it has closed its previously disclosed private placement of special warrants ("Special Warrants") at a
price of $1.60 per Special Warrant raising gross proceeds of approximately $37.4 million (the "Offering").
Canaccord Genuity Corp. and GMP Securities L.P., acted as joint bookrunners and co-lead agents (together, the
“Agents”) to the Offering.
Each Special Warrant is automatically exercisable (without payment of any further consideration) into units of
the Company (the “Units”) on the date that is the earlier of: (i) the date that is three business days following
the date on which the Company obtains a receipt from the applicable securities regulatory authorities in the Province of Ontario
and each of the jurisdictions in Canada in which the Special Warrants are sold (collectively, the “Securities
Commissions”) for a (final) prospectus qualifying the distribution of the Units issuable upon exercise of the Special
Warrants (the “Qualification Prospectus”) and (ii) the date that is four months and one day after the Closing Date
(as hereinafter defined), subject to adjustment in certain events. In the event the Company has not received a receipt from
the Securities Commissions for the Qualifying Prospectus before October 4, 2018, each unexercised Special Warrant will thereafter
entitle the holder to receive upon the exercise thereof, at no additional consideration, 1.05 Units (instead of one Unit).
Each Unit consists of one common share of the Company (a “Common Share”) and one common share
purchase warrant of the Company (a “Warrant”). Each Warrant is exercisable to acquire one common share of
the Company (a “Warrant Share”) for a period of two years following the Closing Date at an exercise price of $1.75
per share, subject to adjustment in certain events. The Company may accelerate the expiry date of the Warrants on not less
than 30 days’ notice should the daily volume weighted average trading price of the Common Shares on the Canadian Securities
Exchange (the “CSE”) (or such other exchange on which the Common Shares may trade) be greater than $2.00 for any
10 consecutive trading days.
The net proceeds from the Offering will be used for working capital and general corporate purposes.
The securities being offered have not been, nor will they be, registered under the United States Securities Act
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.
All securities issued will be subject to a four month hold period subject to the Company obtaining a receipt for
the Qualification Prospectus prior thereto.
In connection with the completion of the Offering, two officers entered into securities lending agreements
pursuant to which they lent (together, the "Loans") two of the subscribers in the Offering an aggregate of
2,708,000 freely-tradeable common shares (the "Loaned Shares") until the date that is four months and one day
following closing of the Offering (the “Securities Lending”). As collateral for the Securities Lending, the
borrowers of the Loaned Shares have pledged a total of 2,708,000 Special Warrants which they acquired in connection with the
Offering. In connection with the provision of the Loans, the Company has agreed to pay the officers an aggregate fee in an
amount equal to $216,640, to be allocated between such officers pro rata based on the number of Loaned Shares lent by each of them
pursuant to the Securities Lending.
About Maricann Group Inc.
Maricann is a vertically integrated producer and distributor of marijuana for medical purposes. The company was founded in 2013 and
is based in Burlington, Ontario, Canada and Munich, Germany, with production facilities in Langton, Ontario where it operates a
medicinal cannabis cultivation, extraction, formulation and distribution business under federal licence from the Government of
Canada. The Company also has production operations in Dresden, Saxony, Germany and Regensdorf, Switzerland. Maricann is currently
undertaking an expansion of its cultivation and support facilities in Canada in a 942,000 sq. ft. (87,515 sq. m) and will continue
to pursue new opportunities in Europe.
For more information about Maricann please visit our website at www.maricann.ca
Forward Looking Information
Certain statements in this document, including statements with respect to the proposed Offering and Closing Date and use of
proceeds thereof, contain forward-looking statements which can be identified by the use of forward-looking terminology such as
“believes”, “expects”, “may”, “desires”, “will”, “should”, “projects”, “estimates”, “contemplates”, “anticipates”, “intends”, or
any negative such as “does not believe” or other variations thereof or comparable terminology. No assurance can be given that
potential future results or circumstances described in the forward-looking statements will be achieved or will occur. By their
nature, these forward-looking statements, necessarily involve risks and uncertainties, including those discussed herein, that could
cause actual results to significantly differ from those contemplated by these forward-looking statements. Such statements reflect
the view of the Company with respect to future events, and are based on information currently available to the Company and on
assumptions, which it considers reasonable. Management cautions readers that the assumptions relative to the future events, several
of which are beyond Management’s control, could prove to be incorrect, given that they are subject to certain risk and
uncertainties, and that actual results may differ materially from those projected. Factors which could cause results or events to
differ from current expectations include, among other things: fluctuations in operating results; the impact of general economic,
industry and market conditions; the ability to recruit and retain qualified employees; fluctuations in cash flow; increased levels
of outstanding debt and obligations under a capital lease; expectations regarding market demand for particular products and the
dependence on new product development; the impact of market change; and the impact of price and product competition. Management
disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information,
future events or otherwise, except as required by applicable securities laws. The reader is cautioned not to place undue reliance
on forward-looking information.
Contact information:
Investor Relations
Graham Farrell
Director of Investor Relations
graham@maricann.com
647-643-7665
Corporate Headquarters (Canada)
Maricann Group Inc. (Toronto)
845 Harrington Court, Unit 3
Burlington Ontario L7N 3P3
Canada
289-288-6274
European Headquarters (Germany)
Maricann GmbH
Thierschstrasse 3, 80538 Munchen, Deutschland
