Further to the press releases dated February 15 and March 12, 2018, GreenTec Holdings Ltd. (“GreenTec”) and Black Birch Capital Acquisition III Corp. (TSXV:BBC.H) (“Black Birch”) are pleased to announce that GreenTec has completed its private placement offering of subscription receipts (“Subscription Receipts”) led by PI Financial Corp. (the “Agent”) for aggregate gross proceeds of $8,888,880 (the “Offering”). The Offering is being completed in connection with the proposed business combination (the “Transaction”) between GreenTec and Black Birch previously announced in a press release of Black Birch dated February 6, 2018, which transaction is intended to constitute Black Birch’s “Qualifying Transaction” pursuant to Policy 2.4 of the TSX Venture Exchange.
GreenTec completed the Offering of Subscription Receipts pursuant to an agency agreement dated April 27, 2018 with Black Birch and the Agent. Under the terms of the Offering, GreenTec issued 5,925,920 Subscription Receipts at a price of $1.50 per Subscription Receipt (the “Offering Price”) for gross proceeds of $8,888,880. Each Subscription Receipt entitles the holder to receive, upon satisfaction of the escrow release conditions on or before the escrow release deadline, and without payment of additional consideration, one unit of GreenTec (each, a “Unit”). Each Unit will consist of one common share (each, an “Underlying Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, an “UnderlyingWarrant”) of GreenTec, with each Underlying Warrant being exercisable into one common share in the capital of GreenTec at a price of $2.50 for a period of 24 months from the date of the satisfaction of the escrow release conditions. Pursuant to the Transaction, each Underlying Share and Underlying Warrant will be exchanged on an equivalent basis, without further consideration, for common shares and warrants in the capital of Black Birch.
The gross proceeds of the Offering, net of the Agent’s expenses and Agent’s commission (the “Escrowed Funds”) are being held in escrow pursuant to the terms of a subscription receipt agreement dated April 27, 2018 among GreenTec, the Agent and TSX Trust Company, as escrow agent for the Escrowed Funds (the “Subscription Receipt Agreement”). Upon satisfaction or waiver of the escrow release conditions including, among other things, the satisfaction or waiver of all conditions precedent to the completion of the Transaction, each Subscription Receipt will automatically convert without any further action on the part of the holder into Units, and the Escrowed Funds, together with any interest earned thereon, will be released to GreenTec. Should the escrow release conditions not be satisfied or waived, or if the Transaction is not completed, the Subscription Receipts will be cancelled and the Escrowed Funds, including any Escrowed Funds released to GreenTec prior to the completion of the Transaction, will be returned to subscribers together with any interest earned thereon.
GreenTec Holdings Ltd. was founded in 2017 to capitalize on opportunities in the nascent and rapidly growing legal cannabis industry. GreenTec is a private corporation based in Kelowna, British Columbia. GreenTec is focused on growing premium quality craft cannabis in purpose-built indoor facilities. The Company currently holds more than 23,000,000 square feet of potential expansion capacity throughout Canada, holding a 100% interest in each of GreenTec Bio-Pharmaceuticals Corp., Grey Bruce Farms Inc., Zenalytic Laboratories Ltd., Falcon Ridge Naturals Ltd., Alberta Craft Cannabis Inc. (formerly Grenex Pharms Inc.), and Tumbleweed Farms Corp.
To view more about the company or to request our most recent corporate presentation, please visit our website at www.gtec.co
On behalf of the board,
Chairman & CEO
Co-Founder & Vice President
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement or Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
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.
The securities of the Corporation have not been and will not 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 requirement. 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the terms of and the completion of the Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals. 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 statements. GreenTec 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 law.