/NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES /
VANCOUVER , March 12, 2019 /CNW/ - CANNAMERICA BRANDS CORP. ("CANA" or the "Company") (CANA.CN) (CNNXF) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. and Gravitas Securities Inc. as co-lead agents (the "Agents"), to sell, by way of a private placement on a commercially reasonable best efforts basis, up to 33,333,333 units of the Company (the "Units") at a price of C$0.30 per Unit (the "Offering Price") for gross proceeds of up to C$10,000,000 (the "Offering"). In addition, the Company has granted the Agents an option, exercisable at any time prior to the Closing Date, to increase the size of the offering by up to an additional 33,333,333 Units or C$10,000,000 .
Each Unit will consist of one common share of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant will be exercisable to acquire one Common Share for a period of 60 months from the closing date of the Offering (the "Closing Date") at an exercise price of C$0.50 per Warrant.
The Agents will be paid a cash commission equal to 8% of the gross proceeds of the Offering and will also receive warrants to purchase such number of Units as is equal to 8% of the Units sold under the Offering (the "Compensation Warrants"). The Compensation Warrants will be exercisable for a period of 24 months following the Closing Date at an exercise price equal to the Offering Price.
The Company intends to use the net proceeds of the Offering for capital expenditures for the launch of a major brand acquisition strategy to expand the Company's portfolio of brands as well as working capital and general corporate purposes.
The Offering may be completed in multiple future tranches, with the final tranche expected to close on a date mutually agreed upon by the Company and Agents, subject to the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange. All securities issued pursuant to the Offering will be subject to a four-month hold period in accordance with applicable Canadian securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States . The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. For more information, please visit www.cannamericabrands.com.
On Behalf of the Board,
CEO and Director
About CannAmerica Brands Corp.
CannAmerica Brands is a U.S. marine veteran founded and operated portfolio of cannabis brands with licensing agreements in the states of Colorado , Nevada and Maryland . The Company aims to maximize the value of its brands by employing strong brand management teams, marketing and licensing the brands through various distribution channels, including dispensaries, wholesalers and distributors, in the United States and internationally. The Company's core strategy is to enhance and monetize the global reach of its existing brands, and to pursue additional strategic acquisitions to grow the scope and diversity of its brand portfolio. For more information, please visit www.cannamericabrands.com.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release, other than statements of historical facts, including statements regarding the size, timing and completion of the Offering, the use of proceeds thereof, the proposed launch by the Company of its brand acquisition strategy and the anticipated completion of future tranches of the Offering, are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that the Company will be successful in completing the Offering in the timeframe currently contemplated, if at all, that the Company will be able to use the proceeds of the Offering as anticipated, that the Company will be able to complete the anticipated launch of its brand acquisition strategy and that the Company will be able to complete future tranches of the Offering. These forward-looking statements are 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 statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, that the Company will be unable to obtain the necessary approvals to complete the Offering, that the Company will be unable to complete the Offering on the terms and conditions as anticipated by management, that the Company will not be able to use the proceeds of the Offering as anticipated, that the Company will not be able to complete the anticipated launch of its brand acquisition strategy, that the Company will be unable to obtain the necessary approvals to complete the future tranches of the Offering or to complete the future tranches of the Offering on the terms and conditions as anticipated by management. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or 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 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 and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.
SOURCE CannAmerica Brands Corp.
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