TORONTO, Sept. 13, 2019 (GLOBE NEWSWIRE) -- European High Growth Opportunities Securitization Fund (the “Fund”) announced today, further to the press releases of Braingrid Limited (“Braingrid” or the "Company") (CSE:BGRD) on August 30, 2019 and September 11, 2019, the conversion of $160,000 of its aggregate $850,000 of Debentures (as defined below) on August 28, 2019 and September 10, 2019 (each a “Conversion”, and together the “Conversions”) and the sale of an aggregate 1,650,000 Shares (as defined below) between August 30, 2019 and September 10, 2019.
Pursuant to the terms of a financing arrangement (the “Financing”), the Company issued to the Fund a convertible debenture (the “Debenture”) in the principal amount of $850,000 and share purchase warrants (the “Warrants”) exercisable to acquire up to 14,875,000 common shares of the Company (the “Shares”). The Debenture and Warrants otherwise have the terms described in the Company’s press release dated June 18, 2019. Further terms of the Financing are set out in the Subscription Agreement as filed on SEDAR and available under the Company’s profile at www.sedar.com.
Immediately following the closing of the Financing, the Acquiror owned, controlled or directed (directly or indirectly): (i) an aggregate principal amount of $850,000 Debentures; and (ii) 14,875,000 Warrants. Based on the foregoing, the Acquiror, directly or indirectly, beneficially owned or exercised control or direction over 28,208,333 Common Shares, representing approximately 36.6% of the issued and outstanding Common Shares on a non-diluted basis (assuming the conversion of the aggregate principal amount of $850,000 Debentures and the exercise of the 14,875,000 Warrants) and 25.5% of the issued and outstanding Common Shares on a diluted basis.
After giving effect to the Conversions and the sale of Shares, the Acquiror owns, controls or directs (directly or indirectly): (i) an aggregate principal amount of $210,000 Debentures; and (ii) 14,875,000 Warrants, representing 26.58% of the issued and outstanding Common Shares on a non-diluted basis (assuming the conversion of the aggregate principal amount of $850,000 Debentures and the exercise of an aggregate of 14,875,000 Warrants) and 18.43% of the issued and outstanding Common Shares on a diluted basis.
Debentures and Warrants were acquired by the Fund for investment purposes. Depending on market and other conditions, the Fund may, directly or indirectly, acquire ownership or control over additional securities of the Company, through open market or through private acquisitions or sell securities of the Company either on the open market or through private dispositions in the future depending on market conditions and/or other relevant factors.
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in which the Company is a reporting issuer containing information with respect to the foregoing matters (the “Early Warning Report”). A copy of the Early Warning Report will appear at www.sedar.com under the Company’s profile.
The address of the Fund is:
European High Growth Opportunities Securitization Fund
25 Hanover Square, 2nd and 6th Floor
London W1S 1JF
Braingrid is a global technology company committed to the best interests of the precision agriculture industry for the long term. Braingrid provides valuable grow analytics by capturing real-time data using its technology platform to increase revenues, reduce costs, risks and improve yield – making it easier for the grower to operate efficiently and effectively. The Company is listed on the CSE under the symbol BGRD.
About European High Growth Opportunities Securitization Fund
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release. Statements included in this announcement, including statements concerning plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as "forward-looking statements". Forward-looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The Fund cautions readers that forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.
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