The Debentures will mature on the date that is 18 months from closing of the Offering (the “Maturity Date”) and will bear interest accruing at a rate of 10.0% per annum from the closing of the Offering (the “Closing Date”), payable semi-annually on the last day of June and December of each year. The first interest payment will be made on December 31, 2016 and will consist of interest accrued from and including the Closing Date to June 30, 2016. Subject to certain conditions, the Company may elect, from time to time, subject to applicable regulatory approval, to satisfy its obligation to pay interest on the Debentures, on the date it is payable (i) in cash; or (ii) by issuing the equivalent value in common shares of the Company (“Common Shares”) at a price per Common Share equal to the 20 trading day volume weighted average price of the Common Shares on the Canadian Securities Exchange (the “CSE”) (or such other Canadian stock exchange on which the Common Shares may trade) ending five trading days preceding the interest due date.
The Debentures will be convertible at the holder’s option into Common Shares at any time prior to the close of business on the Maturity Date at a conversion price equal to C$0.30 per Common Share. Holders converting their Debentures will receive accrued and unpaid interest thereon, up to, but excluding, the date of conversion. The subscribers in the Offering will be granted certain rights with respect to anti-dilution and future equity issuances. If the Common Shares close at C$1.00 for 10 consecutive trading days, the Company may require that the holders of Debentures convert into Common Shares. The Company has also agreed to reduce the conversion price of C$9,702,000 principal amount of its convertible debentures issued since March 11, 2016 to C$0.30 per share.
The Debentures will be secured by a charge on all of the assets of the Company.
The Company intends to use the net proceeds of the Offering for working capital purposes.
The Debentures will be offered by way of private placement to accredited investors in all provinces of Canada and in the United States to “Accredited Investors” within the meaning of Regulation D in transactions that are exempt from registration pursuant to Rule 506 of Regulation D under the United States Securities Act of 1933, and such other jurisdictions as may be agreed upon by the Company.
Closing of the Offering is scheduled to be on or about October 6, 2016 and is subject to certain 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.
As a result of any subsequent offering at a lower price than the Company’s previous convertible debenture offering, the Company would have been required to pay or issue up to C$2.0 million of additional convertible debentures as part of an anti-dilution provision in certain debentures. To settle this debt, certain convertible debenture holders have agreed to collectively accept up to three million additional Common Shares in lieu of the C$2.0 million debenture payment.
The Company has retained AlphaNorth Asset Management as its financial advisor. AlphaNorth will receive a cash payment in an amount equal to 8.0% of the gross proceeds of the Offering and such number of compensation options (“Compensation Options”) equal to 8.0% of the aggregate number of Debentures issued and sold pursuant to the Offering divided by C$0.30. Each Compensation Option shall be exercisable for one unit of the Company (a “Unit”) at an exercise price of C$0.30 for a period of 24 months following the Closing Date. Each Unit shall consist of one Common Share and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Compensation Warrant”). Each Compensation Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price of C$0.30 for a period of 24 months following the Closing Date.
The Debentures and underlying Common Shares will be subject to a statutory hold period in Canada of four months from the Closing Date pursuant to Canadian securities laws. The securities mentioned herein have not been and will not be qualified by prospectus for sale to the public under applicable Canadian securities laws and will be subject to transfer and selling restrictions in certain jurisdictions, including the United States and Canada.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
About Golden Leaf Holdings:
Golden Leaf Holdings Ltd. is one of the largest cannabis oil and solution providers in North America. It’s a leading cannabis products company in Oregon built around recognized brands. GLH leverages a strong management team with cannabis and food industry experience to complement its expertise in extracting, refining and selling cannabis oil.
Disclaimer: This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Company’s future business operations and reflects current expectations or beliefs regarding such matters including, but not limited to, information or statements with respect to the completion of the Offering, the receipt of requisite regulatory approvals, including the approval of the CSE and the use of proceeds. Generally, forward looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to general business, economic and competitive uncertainties, regulatory risks, market risks, risks inherent in manufacturing operations, risks relating to the receipt of additional extraction machines, and other risks of the cannabis industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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. Forward-looking information is provided herein for the purpose of presenting information about management’s current expectations relating to the future and readers are cautioned that such information may not be appropriate for other purpose. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Investor Relations, Golden Leaf Holdings Ltd.
firstname.lastname@example.orgU.S. Investor Relations:
Viridian Capital Advisors, LLC
Seattle Area Grocery Chain Metropolitan Market to Begin Carrying KOIOS and Fit Soda on March 22, 2021
Adding to its existing presence on the west coast of the United States, all five KOIOS™ flavours and all four Fit Soda™ flavours will be carried in Metropolitan Market stores beginning on Monday, March 22, 2021. Serving the Seattle-Tacoma area (population 3.87 million), Metropolitan Market is one of five chains under its parent firm Good Food Holdings, which has a total of 51 stores in California, Oregon, and Washington State.
Koios Beverage Corp. (CSE: KBEV; OTC: KBEVF) (the “Company” or “Koios”) is pleased to announce that beginning on Monday, March 22, 2021, Koios’ entire line of canned beverage products will be sold at all locations of Metropolitan Market, an urban format supermarket chain in the Seattle-Tacoma area of Washington State. In Q1 2021, the Company announced multiple placements of its beverage products with regional grocers in markets on the west coast of the United States including Market of Choice in Oregon Jensen’s in Southern California and major natural grocery chain Sprouts Farmers Market which has a substantial west coast presence with over one third of its locations (360+ stores across 23 states) in California as well as Washington State 1 . The Company has also recently announced other developments relating to its expansion efforts being undertaken in 2021 such as an in-house beverage canning facility and distribution agreements with regional and national wholesale partners.
Pineapple Express Delivery Partners with CannTrust to Offer Same-Day and Next-Day Delivery for estoraTM Medical Cannabis Patients in Ontario
Ensuring estoraTMpatients have seamless access to their high-quality medical cannabis products
World-Class Extractions Inc. (CSE:PUMP)(FRA:WCF)(OTCQB:WCEXF) (the “Company” or “World-Class”) is pleased to announce that its subsidiary Pineapple Express Delivery Inc. (“Pineapple Express Delivery” or “PED”), a leading logistics technology company offering compliant and secure delivery of controlled substances and regulated products, has partnered with CannTrust Inc. to bring same-day and next-day delivery to estoraTM medical cannabis patients in Ontario
American cannabis sales hit US$17.5 billion in 2020, a research group’s new study shows.
Meanwhile, a Canadian cannabis producer began offering CBD beverages in the US, another move that shows how interested Canadians are in the overall US cannabis market at the moment.
Some pretty important news out of health and wellness; beverage and natural products company BevCanna Enterprises Inc. (CSE:BEV, Q:BVNNF, FSE:7BC) this week. For those of you following the Company with us, stay tuned.
As investors continue to prioritize cannabis opportunities in the US, market watchers expect mergers and acquisitions (M&A) to play a role in the future for Canadian companies.
A consolidation trend has been expected in the Canadian cannabis space for some time now based on the size of the market compared to the number of operations in the country.