48North Cannabis Corp. (“48North” or the “Company”) is pleased to announce that it closed on January 26, 2018 an upsized $16 million underwritten brokered private placement of units (each a “Unit”) at a price of $1,000 per Unit (the “Offering”), which Offering was previously announced on January 5, 2018. The Offering was led by Eight Capital as the sole underwriter (the “Underwriter”).
Pursuant to the Offering, each Unit was comprised of one senior unsecured convertible debenture with a principal amount of $1,000 (each a “Debenture”) and 556 common share purchase warrants (each a “Warrant”). Each Warrant will entitle the holder thereof to acquire one common share in the capital of 48North (a “48North Share”) at a price of $1.15 for a period of 24 months following the completion of the Company’s previously announced transaction with Kramer Capital Corp (“Kramer”), which shall constitute Kramer’s “qualifying transaction”, as such term is defined in TSX Venture Exchange policy 2.4 (the “Qualifying Transaction”). The Debentures will automatically convert into 48North Shares immediately prior to the completion of the Qualifying Transaction at a price of $0.90 per 48North Share. The Company issued a total of $16,010,000 in principal amount of Debentures and 8,901,560 Warrants.
As a part of the Offering, the Underwriter exercised its over-allotment option for 495 Units. As consideration for its services in connection the Offering, the Underwriter received a cash commission equal to approximately 7% of the aggregate gross proceeds of the Offering and compensation options equal to approximately 7% of the aggregate gross proceeds of the Offering divided by $0.90. Each compensation option is exercisable for one unit of 48North (a “Compensation Unit”) at an exercise price of $0.90 until the date that is 24 months following the completion of the Qualifying Transaction, with each Compensation Unit being comprised of one 48North Share and one-half of one Warrant.
The Company intends to use the net proceeds of the Offering to fund the Company’s business plan, for Qualifying Transaction expenses, and for working capital and general corporate purposes.
Please refer to Kramer’s news release dated January 5, 2018 for further details on the Qualifying Transaction.
All securities issued in the Offering are subject to an indefinite statutory hold period in accordance with Canadian securities laws. In connection with the completion of the Qualifying Transaction, all securities of 48North will be exchanged for securities of the entity resulting from the completion of the Qualifying Transaction (the “Resulting Issuer”) on an economically equivalent basis. Subject to TSX Venture Exchange approval and certain limited exceptions relating to control distributions, the Resulting Issuer securities issuable in exchange for the equivalent 48North securities are expected to be free-trading upon closing of the Qualifying Transaction.
48North is a vertically integrated cannabis company. Its first ACMPR licensed facility is located on 800 acres of owned land near Kirkland Lake, Ontario, and is operated by its wholly-owned subsidiary, DelShen Therapeutics Corp. (“DelShen”). DelShen is authorized by Health Canada as a licensed producer of cannabis for medical purposes pursuant to the ACMPR. The company grows unique genetics sourced from MariPharm B.V., a Netherlands based phytopharmaceutical company with over 25 years of experience in the research and cultivation of cannabis for medical purposes. The genetics are grown to exacting standards in DelShen’s state-of-the-art, closed box facility, ensuring patients can count on receiving the highest quality cannabis products. 48North’s values are rooted in the land they are planted on, and the company has entered into a first of its kind Community Benefits Agreement with certain of its First Nations investors.
Forward Looking Statements
When used in this news release, words such as “will”, “could”, “plan”, “estimate”, “expect”, “intend”, “may”, “potential”, “believe”, “should,” and similar expressions, reflect forward-looking statements. Forward-looking statements may include, without limitation, statements in relation to the anticipated completion of the Qualifying Transaction and anticipated use of proceeds of the Offering and other statements that are not statements of fact.
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties. Such risks and uncertainties include: completion of the Qualifying Transaction; intended use of proceeds of the Offering; dependence on obtaining regulatory approvals; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth due to inconsistent public opinion and perception of the medical-use marijuana industry; and regulatory or political change. As a result of these risks and uncertainties, the results or events predicted in such forward-looking statements may differ materially from actual results or events.
Although the Company has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended.
There can be no assurance that such forward-looking statements will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. The Company disclaims any intention or obligation to update or revise such information, except as required by applicable law, and the Company does not assume any liability for disclosure relating to any other company mentioned herein.