Emerald Health Therapeutics Announces Closing of $25 million Convertible Debenture Unit Financing
10 Setembro 2019 - 3:25PM
Emerald Health Therapeutics, Inc. ("Emerald" or the "Company")
(TSXV: EMH; OTCQX: EMHTF) announces that it has closed its
prospectus offering (the "Offering") to certain Canadian
institutional accredited investors announced on August 28, 2019.
Pursuant to the Offering, the Company issued 2,500 secured
convertible debenture units (each, a "Convertible Debenture Unit")
at a price of $10,000 per Convertible Debenture Unit (the "Issue
Price") for gross proceeds of $25,000,000.
Each Convertible Debenture Unit is comprised of
one 5.0% secured convertible debenture of the Company in the
principal amount of $10,000 (each, a "Convertible Debenture") and
5,000 common share purchases warrants of the Company (each, a
"Warrant"). The Convertible Debentures have a maturity date of 24
months from the date hereof (the "Maturity Date") and bear interest
(at the option of the Company payable in cash or, pursuant to TSXV
rules and subject to certain limitations on a holder’s ownership
levels, in common shares of the Company ("Common Shares")) from the
date hereof at 5.0% per annum, accrued and payable semi-annually on
June 30th and December 31st of each year. The Convertible
Debentures include certain covenants relating to the business of
the Company.
Subject to certain limitations on a holder’s
ownership levels, the Convertible Debentures are convertible,
subject to certain restrictions and at the option of the holder,
into Common Shares at any time prior to the close of business on
the last business day immediately preceding the Maturity Date. The
Convertible Debentures have a conversion price of $2.00 per Common
Share (the "Conversion Price"). If, at any time prior to the
Maturity Date, the volume weighted average trading price of the
Common Shares on the TSX Venture Exchange (the "TSXV") is greater
than $3.50 for 10 consecutive trading days, the Company may force
the conversion of the principal amount of the then outstanding
principal amount owing pursuant to the Convertible Debentures at
the Conversion Price provided the Company gives 30 days' notice of
such conversion to the holder.
Subject to certain limitations on a holder’s
ownership levels, each Warrant is exercisable to purchase one
Common Share at an exercise price of $2.00 per share for a period
of 24 months from the date hereof. If, at any time prior to the
expiry date of the Warrants, the volume weighted average trading
price of the Common Shares on the TSXV is greater than $3.50 for 10
consecutive trading days, the Company may deliver a notice to the
holder of Warrants accelerating the expiry date of the Warrants to
the date that is 30 days following the date of such notice.
The Company has used a portion of the net
proceeds of the Offering to repay the outstanding loan to Emerald
Health Sciences Inc. and intends to use the remainder for working
capital.
The Convertible Debenture Units were offered by
way of a shelf prospectus supplement dated August 30, 2019 filed in
all of the provinces of Canada pursuant to National Instrument
44-101 Short Form Prospectus Distributions and National Instrument
44-102 Shelf Distributions.
This press release will not constitute an offer
to sell or the solicitation of an offer to buy nor will there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
United States Securities Act of 1933, as amended, and applicable
state securities laws.
About Emerald Health
Therapeutics
Emerald Health Therapeutics, Inc. is a Canadian
licensed producer of cannabis. Its 50%-owned Pure Sunfarms joint
venture in BC is licensed and fully planted in the first of its two
1.1 million square foot greenhouses. The capacity of each
greenhouse is estimated to exceed 75,000 kg of cannabis annually.
Emerald's Verdélite operation in Québec is completing the build-out
of its 88,000 square foot indoor cultivation facility and is
scaling up production. Emerald has contracted for approximately
1,200 acres of hemp in 2019 to 2022 with the objective of
extracting low-cost cannabidiol. Emerald has secured exclusive
strategic partnerships for large scale extraction and softgel
encapsulation, as well as for proprietary technology to enhance
cannabinoid bioavailability. Its team is highly experienced in life
sciences, product development, large-scale agri-business, and
marketing, and is focused on developing proprietary, value-added
cannabis products for medical and adult-use customers.
Emerald is part of the Emerald Health Group,
which represents a broad array of companies focused on developing
pharmaceutical, botanical, and nutraceutical products aimed at
providing wellness and medical benefits by interacting with the
human body's endocannabinoid system.
Please visit www.emeraldhealth.ca for more information or
contact:
Rob Hill, Chief Financial Officer (800) 757 3536 Ext. # 5
Emerald Investor Relations (800) 757 3536 Ext.
#5invest@emeraldhealth.ca
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 release.
Cautionary Note Regarding Forward-Looking
Statements: Certain statements made in this press release that are
not historical facts are forward-looking statements and are subject
to important risks, uncertainties and assumptions, both general and
specific, which give rise to the possibility that actual results or
events could differ materially from our expectations expressed in
or implied by such forward-looking statements. Such statements
include the Company's proposed uses of the net proceeds of the
Offering; the anticipated receipt of regulatory approvals;
repayment of the Convertible Debentures; conversion of the
Convertible Debentures; exercise of the Warrants; the production
and processing capacity of various facilities; expansion of
facilities; receipt of hemp deliveries and anticipated production
costs.
We cannot guarantee that any forward-looking
statement will materialize, and readers are cautioned not to place
undue reliance on these forward-looking statements. These
forward-looking statements involve risks and uncertainties related
to, among other things, failure to obtain regulatory approvals;
failure to obtain necessary financing; results of production and
sale activities; results of scientific research; regulatory
changes; changes in prices and costs of inputs; demand for labour;
demand for products; as well as the risk factors described in the
Company's annual information form, the Company’s shelf prospectus
supplement dated August 30, 2019 and other regulatory
filings. The forward-looking statements contained in this press
release represent our expectations as of the date hereof.
Forward-looking statements are presented for the purpose of
providing information about management's current expectations and
plans and allowing investors and others to obtain a better
understanding of our anticipated operating environment. Readers are
cautioned that such information may not be appropriate for other
purposes. The Company undertakes no obligations to update or revise
such statements to reflect new circumstances or unanticipated
events as they occur, unless required by applicable law.
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