NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION IN THE UNITED STATES
HempFusion Wellness Inc. ("HempFusion" of the "Company"), a leading health and wellness CBD company utilizing the power of whole-food hemp nutrition, is pleased to announce that it has obtained a receipt for its final prospectus (the "Final Prospectus") filed with the securities regulatory authorities in each of the provinces of Canada, except Québec. The Final Prospectus was filed in connection with the Company’s previously-announced initial public offering (the "Offering") of up to 7,000,000 common shares of the Company (the "Offered Shares") and up to 10,000,000 units of the Company (the "Units") at a price of USD$1.00 per Offered Share and per Unit (the "Offering Price") for gross proceeds of up to USD$17,000,000. Each Unit will be comprised of one common share of the Company (each, a "Unit Share", and collectively, the "Unit Shares") and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant", and collectively, the "Warrants"). Each Warrant will entitle the holder to purchase one common share of the Company (each, a "Warrant Share" and collectively, the "Warrant Shares") at a price of $1.20 per Warrant Share at any time for a period of five years following the Closing Date (as hereinafter defined), subject to adjustment in certain events. The Unit Shares will be subject to a contractual hold period and may not be traded until the date that is four months after the date the Company’s issued and outstanding common shares (the "Common Shares") commence trading (the "Listing Date") on the Toronto Stock Exchange (the "TSX"). The Warrant Shares will be subject to a contractual hold period and may not be traded until the date that is 18 months after the Listing Date.
The Offering is being made through a syndicate of agents led by Canaccord Genuity Corp., as sole bookrunner, and including Haywood Securities Inc. and PI Financial Corp. (collectively, the "Agents").
Under the terms of an agency agreement entered into between the Company and the Agents, the Company has granted the Agents an over-allotment option (the "Over-Allotment Option"), exercisable in whole or in part, at the sole discretion of the Agents, at any time and from time to time, for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offered Shares and the Units issued pursuant to the Offering at the Offering Price for additional gross proceeds to the Company of up to USD$2,550,000.
Subject to fulfilling customary requirements, the TSX has conditionally approved the listing of the Common Shares (including the Offered Shares, the Unit Shares and the Warrant Shares), the Warrants and the issued and outstanding common share purchase warrants of the Company (the "2019 Warrants") issued in connection with the Company’s offering of units completed in August 2019, each 2019 Warrant exercisable to acquire one common share of the Company (a "2019 Warrant Share") until February 28, 2023 at an exercise price of USD$0.85 per Common Share.
Net proceeds of the Offering will be used for research and product development, marketing and e-commerce efforts, sales and business development initiatives, international expansion, the hiring of additional personnel, working capital and other general corporate purposes.
The closing of the Offering is expected to occur on or about January 6, 2021 (the "Closing Date"), subject to customary closing conditions, at which point the following securities of the Company will commence trading on the TSX: the Common Shares under the symbol "CBD.U", the Warrants under the symbol "CBD.WT.V" and the 2019 Warrants under the symbol "CBD.WT.U".
A copy of the Final Prospectus is available under the Company’s profile on SEDAR at www.sedar.com.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of HempFusion in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Offered Shares, the Units, the Unit Shares, the Warrants and the Warrant Shares 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. Accordingly, the Offered Shares or the Units may not be offered or sold within the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.
On Behalf of the Board of Directors,
HempFusion Wellness Inc.
Chief Executive Officer and Director
HempFusion is a leading health and wellness CBD company utilizing the power of whole-food hemp nutrition. HempFusion distributes its family of brands, including HempFusion, Probulin Probiotics, Biome Research, and HF Labs, to approximately 4,000 retailers across all 50 states of the United States and select international locations. Built on a foundation of regulatory compliance and human safety, HempFusion’s diverse product portfolio comprises 46 SKUs including, tinctures, proprietary FDA Drug Listed Over The Counter (OTC) Topicals, Doctor/Practitioner Lines and more. With a strong focus on research and development, HempFusion has an additional 30 products under development. HempFusion is a board member of the US Hemp Roundtable, and HempFusion’s wholly-owned subsidiary, Probulin Probiotics, is one of the fastest-growing probiotics companies in the United States, according to SPINs reported data. HempFusion’s CBD products are based on a proprietary Whole Food Hemp Complex™ and are available in-store or by visiting HempFusion online at www.hempfusion.com or www.probulin.com.
This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, "forward-looking statements") that relate to HempFusion’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection", "strategy", "objective" and "outlook") are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release. In particular and without limitation, this news release contains forward-looking statements relating to the closing of the Offering, the exercise of the Over-Allotment Option, the listings on the TSX, the use of the net proceeds of the Offering and the Company’s plans, focus and objectives.
Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond HempFusion’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the impact and progression of the COVID-19 pandemic and other factors set forth under "Forward-Looking Statements" and "Risk Factors" in the Final Prospectus. HempFusion undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for HempFusion to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.
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