Stem Holdings (OTCQB:STMH; CSE:STEM) has announced it will over a private placement basis of up to 10,000 special warrants at C$1,000 per CD special warrant for gross proceeds of up to C$10 million.
As quoted in the press release:
Each CD Special Warrant will be exchangeable upon the occurrence of certain events (with no further action on the part of the holder thereof and for no further consideration) for one convertible debenture unit of the Company (a “Convertible Debenture Unit“). The Company will provide certain registration rights to purchasers of the CD Special Warrants.
Each Convertible Debenture Unit will be comprised of $1,000 principal amount 8.0% senior unsecured convertible debenture (each, a “Convertible Debenture“) of the Company and 167 common share purchase warrants of the Company (each, a “Warrant“). Each Warrant will entitle the holder to purchase one common share of the Company (each, a “Warrant Share“) at an exercise price of $3.90 per Warrant Share for a period of 24 months following the closing of the Offering.
The CD Special Warrants are to be offered and sold by private placement (i) in Canada to “accredited investors” within the meaning of National Instrument 45-106 and other exempt purchasers in each province of Canada, except Quebec, as agreed upon by the Company and the Agents, (ii) in the United States by way of private placement pursuant to available exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 Act“), and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the CD Special Warrants.