Las Vegas, Nevada--(Newsfile Corp. - September 19, 2019) - Todd Swanson (the "Acquiror") wishes to announce that on June 27, 2018, he acquired, indirectly through ILJ, LLC, a Nevada limited liability company beneficially owned and controlled by the Acquiror ("ILJ"), an aggregate of 13,644,293 shares of common stock (the "Shares") in CLS Holdings USA, Inc. (the "Issuer") at a deemed price of US$0.272 per common share with an aggregate value of US$3,711,247.70. The Shares represented 10.79% of the issued and outstanding common shares of the Issuer at the time of issuance.
The Acquiror acquired the Shares as partial consideration for ILJ's interest in Alternative Solutions, LLC (d.b.a. Oasis Medical Cannabis) pursuant to a Membership Interest Purchase Agreement with the Issuer dated December 4, 2017, as amended. The balance of the purchase price was paid via cash and a promissory note. A complete copy of the Membership Interest Purchase Agreement has been filed under the Issuer's profile on SEDAR at www.sedar.com. For a summary of the material terms of the Membership Interest Purchase Agreement, please refer to the prospectus of Issuer dated November 30, 2018, also filed under the Issuer's profile on SEDAR.
As a result of inadvertence on the part of the Acquiror and due to unfamiliarity with Canadian securities laws, a news release and early warning report required by applicable securities legislation was not filed for the acquisition of the Shares. The Acquiror has, however, filed an insider trading report via the System for Electronic Disclosure by Insiders (SEDI) for all transactions involving the Shares during the period in which he has been an insider of the Issuer.
The Acquiror did not hold any securities of the Issuer before June 27, 2018 and has not acquired any other securities of the Issuer since then through the facilities of the Canadian Securities Exchange or otherwise. The Acquiror acquired these common shares in the ordinary course of his business and investment activities, and may, from time to time, acquire additional securities of the Issuer or dispose of such securities as he deems appropriate.
This news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters.
An Early Warning Report reflecting the above-noted acquisition has now been filed under the Issuer's profile on SEDAR at www.sedar.com. For more information, or for a copy of the early warning report filed in respect of the above, please contact:
10120 W. Flamingo Rd. #4333
Las Vegas, NV 89147
Attention: Dr. Todd Swanson
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/47959