Maricann Group (CSE:MARI) has announced the closing of its previously announced private placement offering of special warrants for aggregate gross proceeds of $40 million.
As quoted in the press release:
Eight Capital, as sole bookrunner and co-lead agent with Canaccord Genuity Corp., and together with Industrial Alliance Securities Inc. (the “Agents“), acted as the agents in connection with the Offering. The aggregate gross proceeds of the Offering includes the full exercise of the over-allotment option granted to the Agents in connection with the Offering.
Pursuant to the Offering, the Company issued 20,125,000 Special Warrants, at a price of $2.00 per Special Warrant. Each Special Warrant is automatically exercisable, for no additional consideration, into units of the Company (the “Units“) on the earlier of: (i) the date that is three business days following the date on which the Company obtains receipt from the applicable securities regulatory authorities (the “Securities Commissions“) for a (final) prospectus (the “Qualifying Prospectus“) qualifying distribution of the Units issuable upon exercise of the Special Warrants; and (ii) May 10, 2018.
Upon automatic exercise of the Special Warrants, each Unit shall consist of one common share of the Company (each, a “Common Share“) and one-half of one common share purchase warrant of the Company (each full common share purchase warrant, a “Warrant“). Each Warrant will be exercisable to acquire one Common Share at a price of $2.35 per Common Share until January 9, 2021, subject to adjustment in certain events.
Pursuant to the terms of the Offering, the Company has agreed to use its commercially reasonable efforts to obtain a receipt from the Securities Commissions for the Qualification Prospectus before February 27, 2018; provided, however, that there is no assurance that a Qualification Prospectus will be filed or that a receipt therefor will be issued by the Securities Commissions prior to the expiry of the statutory four month hold period on May 10, 2018. In the event the Company has not received a receipt from the Securities Commissions for the Qualifying Prospectus before February 27, 2018, each unexercised Special Warrant will thereafter entitle the holder to receive, upon the exercise thereof, for no additional consideration, 1.05 Units (instead of one (1) Unit) (the additional 0.05 Units are collectively referred to herein as the “Penalty Units“); provided, however, that any fractional entitlement to Penalty Units will be rounded down to the nearest whole Penalty Unit.