Auxly Cannabis Group Inc. (“
Auxly” or the
“
Company”) (TSX: XLY) (OTCQX: CBWTF) is pleased to
announce that it has entered into an agreement pursuant to which
ATB Capital Markets Inc. (“
ATB”), as sole
bookrunner, and Cantor Fitzgerald Canada Corporation, acting as
co-lead underwriters of the Offering, together with a syndicate of
underwriters (collectively, the “
Underwriters”),
will purchase 47,620,000 Units of the Company (the
“
Units”), on a bought-deal basis at a price per
Unit of $0.315 (the “
Issue Price”) for gross
proceeds of $15,000,300 (the "
Offering").
A.G.P./Alliance Global Partners is acting as the sole U.S.
sub-agent and financial advisor to the Company in connection with
the Offering in the United States.
Each Unit shall be comprised of one common share
of the Company (each a "Common Share") and
one-half of one Common Share purchase warrant of the Company (each
whole warrant, a "Warrant"). Each Warrant shall
entitle the holder thereof to purchase one Common Share at an
exercise price of $0.38 at any time up to 36 months from closing of
the Offering.
The Company has granted the Underwriters an
option (the “Underwriters’ Option”) to increase
the size of the Offering by up to an aggregate number of Units
equal to 15% of the total number of Units issued under the
Offering, such Underwriters’ Option being exercisable at any time
and from time to time up to 30 days following the closing of the
Offering.
The Company intends to use the net proceeds to
continue to pursue strategic growth initiatives, including
continued development, commercialization and expansion of its
product portfolio, and for general corporate purposes.
The closing of the Offering is expected to occur
on or about the week of June 14, 2021 (the
“Closing”), or such later or earlier date as the
Underwriters and the Company may agree upon, and is subject to the
Company receiving all necessary regulatory approvals, including the
approval of the necessary securities regulatory authorities.
The Units will be offered by way of a prospectus
supplement (the "Prospectus Supplement") to the
Company's short form base shelf prospectus dated March 18, 2021
(the "Base Shelf Prospectus"), which will be filed
in those provinces of Canada as the Company and the Underwriters
may designate (excluding Quebec) pursuant to National Instrument
44-101 – Short Form Prospectus Distributions and National
Instrument 44-102 – Shelf Distributions. The Units may also be
offered in the United States on a private placement basis pursuant
to an appropriate exemption from the registration requirements
under applicable U.S. law.
The Prospectus Supplement and the Base Shelf
Prospectus will contain important detailed information about the
Offering. Copies of the Prospectus Supplement, following the filing
thereof, and the Base Shelf Prospectus will be available on the
Company's profile on SEDAR at www.sedar.com. Copies of the
Prospectus Supplement and the Base Shelf Prospectus may also be
obtained in Canada from ATB Capital Markets Inc. at Suite 410, 585
8 Avenue SW Calgary, AB T2P 1G1 or by email at
prospectus@atb.com.
No securities regulatory authority has either
approved or disapproved of the contents of this news release. This
news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. This news
release is not an offer to sell or the solicitation of an offer to
buy the securities in the United States or in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
qualification or registration under the securities laws of such
jurisdiction. The securities being offered have not been, nor will
they be, registered under the United States Securities Act of 1933,
as amended, and such securities may not be offered or sold within
the United States or to, or for the account or benefit of, U.S.
persons absent registration or an applicable exemption from U.S.
registration requirements and applicable U.S. state securities
laws.
ON BEHALF OF THE BOARD
"Hugo Alves" CEO
About Auxly Cannabis Group Inc. (TSX:
XLY)Auxly is a leading Canadian cannabis company dedicated
to bringing innovative, effective, and high-quality cannabis
products to the wellness and adult-use markets. Auxly's experienced
team of industry first-movers and enterprising visionaries have
secured a diversified supply of raw cannabis, strong clinical,
scientific and operating capabilities and leading research and
development infrastructure in order to create trusted products and
brands in an expanding global market.
Learn more at www.auxly.com and stay
up to date at Twitter: @AuxlyGroup; Instagram:
@auxlygroup; Facebook: @auxlygroup; LinkedIn:
company/auxlygroup/.
Investor Relations:For investor
enquiries please contact our Investor Relations
Team:Email: IR@auxly.comPhone: 1.833.695.2414
Media Enquiries
(only): For media enquiries or to set up an interview
please contact:Email: press@auxly.com
Notice Regarding Forward Looking
Information:
This news release contains certain
"forward-looking information" within the meaning of applicable
Canadian securities law. Forward-looking information is frequently
characterized by words such as "plan", "continue", "expect",
"project", "intend", "believe", "anticipate", "estimate", "may",
"will", "potential", "proposed" and other similar words, or
information that certain events or conditions "may" or "will"
occur. This information is only a prediction. Various assumptions
were used in drawing the conclusions or making the projections
contained in the forward-looking information throughout this news
release. Forward-looking information includes, but is not limited
to: the receipt of the necessary regulatory approvals for the
Offering; the timing and proposed completion of the Offering; the
expected use of proceeds of the Offering by the Company; the
pricing of the Offering;, future legislative and regulatory
developments involving cannabis and cannabis products; and
competition and other risks affecting Auxly in particular and the
cannabis industry generally.
A number of factors could cause actual results
to differ materially from a conclusion, forecast or projection
contained in the forward-looking information included in this
release including, but not limited to: whether the Company can
complete the Offering on the anticipated terms and timeline;
whether the Company can obtain regulatory approval of the Offering
on the proposed terms and timeline; and general economic, financial
market, legislative, regulatory, competitive and political
conditions in which the Company operates will remain the same.
Additional risk factors are disclosed in the annual information
form of the Company for the financial year ended December 31, 2020
dated April 23, 2021.
New factors emerge from time to time, and it is
not possible for management to predict all of those factors or to
assess in advance the impact of each such factor on Auxly’s
business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those
contained in any forward-looking information. The forward-looking
information in this news release is based on information currently
available and what management believes are reasonable assumptions.
The purpose of forward-looking information is to provide the reader
with a description of management's expectations, and such
forward-looking information may not be appropriate for any other
purpose. Readers should not place undue reliance on forward-looking
information contained in this news release.
The forward-looking information contained in
this release is expressly qualified by the foregoing cautionary
statements and is made as of the date of this release. Except as
may be required by applicable securities laws, the Company does not
undertake any obligation to publicly update or revise any
forward-looking information to reflect events or circumstances
after the date of this release or to reflect the occurrence of
unanticipated events, whether as a result of new information,
future events or results, or otherwise.
Neither Toronto Stock Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the Toronto Stock Exchange) accepts responsibility for
the adequacy or accuracy of this release.
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