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TORONTO, Nov. 29, 2018 /CNW/ - Men? Inc. (TSX-V:MENE) (OTC:
MENEF) ("Men?" or the "Company"), an online 24-karat jewelry brand, is pleased to announce that it has entered into an agreement
with Canaccord Genuity Corp. ("Canaccord Genuity"), whereby Canaccord Genuity has agreed to purchase, on a "bought deal" basis,
an aggregate principal amount of $10,000,000 of securities of the Company (the "Equity Offering").
In addition, the Company has entered into a commitment with a private institutional investor for a concurrent $20,000,000 secured gold note financing (the "Debt Financing"). The gross proceeds of $30,000,000 from the Equity Offering and the Debt Offering will be used to expand inventory and for working
capital purposes.
Bought Deal Equity Financing
The Equity Offering contemplates the issuance and sale of 14,286,000 units of the Company ("Units") at a price of C$0.70 per Unit (the "Offering Price"), to be qualified by a short form prospectus. Each Unit will
consist of one subordinate voting class B common share of the Company (the "Common Shares") and one-half of one Common Share
purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder to acquire
one Common Share for two years from the closing of the Equity Offering (the "Closing") at a price of C$1.00.
The Units issued pursuant to the Equity Offering will be qualified by a prospectus in such provinces of Canada as Canaccord Genuity may designate, other than Quebec, and otherwise
in those jurisdictions where the Equity Offering can lawfully be made. Canaccord Genuity has been granted an over-allotment
option to purchase additional Units equal to 15% of the Units sold pursuant to the Equity Offering at the Offering Price,
exercisable at any time up to 30 days after the closing date.
3.00% Secured Gold Note Debt Financing
The Debt Financing consists of $20,000,000 principal amount of unique secured gold notes (the
"Gold Notes") secured by, among other things, the Company's 24 karat gold and platinum inventory at the Company's vaulted
fulfillment centre in New Jersey and 15,000,000 Series B common share purchase warrants of the
Company (the "Debt Offering Warrants"). Each Debt Offering Warrant will entitle the holder to acquire one Series B common share
of the Company for 2 years from the closing of the Debt Offering at a price of C$1.00 per share.
The Debt Offering Warrants will be qualified by a prospectus.
The Gold Notes bear an interest rate of 3% per annum payable semi-annually in arrears on June 30
and December 31 of each year, commencing December 31, 2018. Interest
shall be computed on the basis of a 360-day year composed of twelve 30-day months. The December 31,
2018 interest payment will represent accrued interest for the period from the Closing Date to December 31, 2018.
The Company has received a binding commitment from the private institutional investor for $20,000,000 aggregate principal amount of Gold Notes with an indication of interest for an additional
$80,000,000 aggregate principal amount of Gold Notes at the Company's discretion.
The closing date of the Equity Offering and the Debt Financing is scheduled to be on or about December
19, 2018 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals,
including the approval of TSX Venture Exchange and the issuance of receipts for the final prospectus by applicable Canadian
Securities Administrators.
"I would like to thank our investors and Canaccord Genuity for working with us to establish this transformational funding
round for Men? Inc. With this capital and gold-secured note financing, we can enlarge our inventory levels to meet growing demand
and position the Company for aggressive growth in 2019 and beyond. Our projected capital needs are now substantially satisfied,
and we can focus on building our Company into an even greater disruptive force in the $250 billion
global jewelry industry," said Roy Sebag, Founder and CEO of Men? Inc.
About Men? Inc.
Men? crafts pure 24 karat gold and platinum jewelry that is transparently sold by gram weight. Through
mene.com, customers may buy jewelry, monitor the value of their collection over time, and sell or exchange their pieces by
gram weight at prevailing market prices. Men? was founded by Roy Sebag and Diana Widmaier-Picasso with a mission to restore the relationship between jewelry and savings. Men? empowers
consumers by marrying innovative technology, timeless design, and pure precious metals to create pieces which endure as a
store of value.
For more information about Men?, visit mene.com.
Warning
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "1933 Act") or any state securities laws and may not be offered or sold within the United
States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered
under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available. This
news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in
the United States of America.
Forward-Looking Statements
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities laws
that are based on expectations, estimates and projections as at the date of this news release. The information in this release
about the Equity Offering and the Debt Financing, the Company's anticipated use of available funds, and the future plans and
objectives of the Company are forward-looking information.
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information
and are intended to identify forward-looking information.
This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time
it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking information. Such factors include, among others, the intention to complete the
Equity Offering and the Debt Financing and the expected expenditure of the proceeds of these financings, and the Company's
objectives, goals or future plans in respect of the use of proceeds; the absence of any commitment or other assurance to increase
the Debt Financing by $80,000,000 on terms which are satisfactory or at all; global economic
climate; dilution; the Company's limited operating history; future capital needs and uncertainty of additional financing; the
competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion;
the effects of product development and need for continued technology and manufacturing change; protection of proprietary rights;
the effect of government regulation and compliance on the Company and the industry; network security risks; the ability of the
Company to maintain properly working systems; theft and risk of physical harm to personnel; reliance on key personnel; global
economic and financial market deterioration impeding access to capital or increasing the cost of capital; and volatile securities
markets impacting security pricing unrelated to operating performance. Although the Company has attempted to identify important
factors that could cause actual results to differ materially, there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results
and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue
reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information
other than as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Men? Inc.
View original content: http://www.newswire.ca/en/releases/archive/November2018/29/c3891.html