Financing announced, a little lower at $1.00, lest see if they can complete this one
2017-06-06 15:16 ET - News Release
Mr. Chuck Rifici reports
CANNABIS WHEATON ANNOUNCES REVISED OFFERING TERMS AND LEAD ORDER NEWS RELEASE
Cannabis Wheaton Income Corp. has entered into an engagement letter with Mackie Research Capital Corp. to act as lead agent and sole bookrunner to sell by way of a private placement, on a best-efforts basis, special warrants and convertible debenture units (as described below), for gross proceeds of up to $50-million.
The company has agreed to grant the agent an overallotment option to offer up to that number of additional special warrants and/or convertible debenture units as is equal to 15 per cent of the number sold in the offering, on the same terms and conditions as the offering, increasing the size of the offering to a maximum of $57.5-million in aggregate gross proceeds. The overallotment option may be exercised in whole or in part on or before 48 hours prior to the closing of the offering, which is expected to occur on or about June 21, 2017
"Mackie Research has made a very strong show of support for Cannabis Wheaton and the company's innovative platform. We are excited to proceed with the offering in accordance with our original timeline and look forward to working with our streaming partners to advance our collective goals," said Chuck Rifici.
Lead order
Subject to a number of customary closing conditions (including the company completing the special warrant offering), the company is pleased to announce that a Canadian institutional investor is expected to subscribe for up to $25-million aggregate principal amount of convertible debenture units, with an option to increase its subscription by an additional $3.75-million.
Special warrants
Each special warrant will be offered at a price of $1 per special warrant for gross proceeds of up to $25-million ($28.75-million inclusive of the overallotment option). Each special warrant will be automatically exercised (without any further action by the holder or payment of any further consideration and subject to customary anti-dilution adjustments) into one unit (as described below) of the company on the date that is the earlier of: (i) the date that is three business days following the date on which the company obtains a receipt from the applicable Canadian securities regulatory authorities for a (final) short form prospectus qualifying the distribution of the units issuable upon exercise of the special warrants and (ii) the date that is four months and one day after the closing date. Each unit will consist of one common share in the capital of the company and one common share purchase warrant of the company.
Each warrant will (subject to acceleration and customary anti-dilution adjustments) entitle the holder thereof to purchase one common share, at any time on or prior to the date that is 24 months following the closing date, at an exercise price of $1.50 per common share. The company has agreed to use its commercially reasonable efforts to obtain the qualifying prospectus on or before the date that is 90 days following closing of the offering, provided, however, that there is no assurance that a qualifying prospectus will be filed or that a receipt therefor will be issued by the securities commissions prior to the expiry of the statutory four month hold period. If a receipt for qualifying prospectus is not obtained before the qualification deadline, each holder shall be entitled to receive, without payment of additional consideration, 1.10 units per special warrant.
Convertible debenture units
Each convertible debenture unit will be offered at a price of $1,000 for gross proceeds of up to $25-million ($28.75-million inclusive of the overallotment option). Each convertible debenture unit will consist of $1,000 principal amount of 6 per cent senior unsecured convertible debentures (CD) and 500 common share purchase warrants of the company. Each CD warrant (subject to acceleration and customary anti-dilution adjustments) will be exercisable to acquire one common share at an exercise price of $1.50 per share for a period of 24 months following the closing date. Subject to the company filing a qualifying prospectus (as described above), the convertible debentures, the CD warrants and the common shares will be subject to the statutory four-month hold period. The convertible debentures will bear interest from the closing date at 6 per cent per annum, calculated semi-annually in arrears on June 30 and Dec. 31 of each year. The first interest payment will be made on June 30, 2018, and will consist of interest accrued from, and including, the closing date to June 30, 2018. The convertible debentures will mature on the date that is 24 months from the closing date. The convertible debentures will be convertible into common shares at the option of the holder at any time prior to the close of business on the last business day immediately preceding the maturity date at a conversion price of $1 per common share, subject to adjustment in certain events. Holders converting their convertible debentures will receive accrued and unpaid interest thereon for the period from, and including, the date of the latest interest payment date to, but excluding, the date of conversion.
Beginning on the date that is four months and one day following the closing date, the company may force the conversion of the principal amount of the then-outstanding convertible debentures at the conversion price on not less than 30 days notice should the daily volume-weighted average trading price of the company's common shares be greater than $2 for any 10 consecutive trading days on the TSX Venture Exchange, or such other exchange as the common shares may then be trading. In addition, upon the occurrence of the trigger event, the company may also accelerate the expiry date of the warrants and CD warrants on not less than 30 days notice.
Subject to a number of customary closing conditions, including TSX-V approval, negotiation of definitive closing documents, reconfirmation of pricing, due diligence and the absence of a material adverse change, the offering is expected to be completed on or about June 21, 2017.