Toronto, Ontario--(Newsfile Corp. - July 10, 2019) - PlantEXT Ltd. ("PlantEXT" or the "Company") and BB1 Acquisition Corp. (TSXV: BBA.P) ("BB1") are pleased to announce that PlantEXT, a leader in the development and commercialization of pharmaceutical cannabis formulations for the treatment of inflammation related medical conditions, has entered into an engagement letter with Beacon Securities Limited ("Beacon") to conduct a brokered private placement of ordinary shares (each an "Offered Security") at a price of US$1.25 (the "Issue Price") per Offered Security for gross proceeds of up to US$7-million (the "Offering").
In consideration for its services, Beacon will receive a cash fee equal to 7% of the aggregate gross proceeds of the Offering and broker warrants ("Broker Warrants") entitling Beacon to purchase that number of Offered Securities equal to 7% of the number of Offered Securities issued under the Offering. The Broker Warrants shall be exercisable at the Issue Price for a period of 24 months following the completion of a liquidity event. In addition, PlantEXT will be responsible for paying all of Beacon's reasonable fees and expenses incurred in connection with the Offering, subject to certain limitations.
The Company intends to use the net proceeds from the Offering to fund research, development and commercialization of pharmaceutical cannabis anti-inflammatory products including its treatment for inflammatory bowel disease, developed in collaboration with the State of Israel's Agricultural Research Organization and its new line of cannabis based therapeutic dermatology products developed in joint venture with Family Secret Ltd., and for general corporate purposes.
The securities to be issued under the Offering will be offered to eligible purchasers in each of the Provinces of Canada and certain other jurisdictions acceptable to the Company and Beacon. The Offering is subject to regulatory approval, and all securities issued pursuant to the Offering will be subject to a hold period that is the later of four months and one day from the closing of the Offering and the date the Company becomes a reporting issuer in any province or territory of Canada.
The Offering is expected to close on or about July 31, 2019.
As initially described in the press release of BB1 and PlantEXT dated January 24, 2019, PlantEXT and BB1 are currently working towards the execution of a definitive agreement providing for the reverse takeover of BB1 by the shareholders of PlantEXT (the "RTO"). It is currently anticipated that following the completion of the RTO, PlantEXT will become a wholly owned subsidiary of BB1 and BB1 will principally carry on the pharmaceutical cannabis business of PlantEXT.
The securities have not been, and will not be, registered under the Unites States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state security laws, and may not be offered or sold in the Unites States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the Unites States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
PlantEXT is an Israeli company focused on developing and commercializing the world's most effective pharmaceutical cannabis formulations for the treatment of inflammation related medical conditions. PlantEXT has entered into a strategic partnership and exclusive agreement with the State of Israel's Agricultural Research Organization to develop and commercialize a treatment for inflammatory bowel disease. PlantEXT also operates independent research and development facilities near Tel Aviv, where it is developing an extensive pipeline of anti-inflammatory products supported by pre-clinical and clinical research.
BB1 is a capital pool company whose sole business is the identification and evaluation of assets for businesses with a view to completing a Qualifying Transaction.
For more information about PlantEXT, please contact Doug Sommerville, PlantEXT's CEO at +1 (416) 640 5353.
For more information about BB1 please contact Stephen Shefsky, BB1's CEO at +1 (416) 366 4200.
Forward Looking Information, Disclaimer and Reader Advisory
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. The foregoing statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Forward-looking statements in this news release include, but are not limited to, the completion of the Offering, PlantEXT and BB1 entering into a definitive agreement with respect to the RTO, and the completion of the RTO. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct, or that the Offering or the RTO will be completed on the terms contained herein, or at all. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise. As of the date of this press release, BB1 has not entered into a definitive agreement with PlantEXT with respect to the RTO and there can be no assurances that such an agreement will be executed or that the RTO will be completed.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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