VANCOUVER, Feb. 8, 2019 /CNW/ – Zenabis Global Inc.
("Zenabis") (TSXV: ZENA) is pleased to provide an update on a
previously-announced Secured Convertible Debenture financing.
Zenabis issued a secured convertible debenture in October 2017, on which it drew $4,150,000 on October
17, 2018. In connection with completion of its RTO,
Zenabis was not permitted to draw the remaining $20,850,000.
Subject to receipt of all required regulatory approvals, Zenabis
and the lender have agreed to the following amendment of the
terms of the Secured Convertible Debenture for the current undrawn
amount of $20,850,000:
Term
|
Secured
Convertible
Debenture Agreement as of
17 October 2018
|
Proposed Amended
Secured
Convertible Debenture
Agreement as of 8 February 2019
|
Conversion
Right
|
Right to convert 100%
of the Secured Convertible Debenture at $4.04 per share (a 20%
discount to the price of the private placement announced November
27, 2018)
|
Continuing Right to
convert the $4,150,000 principal amount drawn 17 October 2018 at
$4.04 per share (a 20% discount to the price of the private
placement announced November 27, 2018)
|
Warrants
|
No
warrants
|
2,593,283 warrants,
each entitling the lender to acquire one Zenabis share for a period
of one year at a price of $4.02 per share (50% warrant
coverage)
|
The result of the amendment is that the maximum total dilution
is as follows:
Secured
Convertible Debenture Agreement
as of 17 October 2018
|
Proposed Amended
Secured Convertible
Debenture Agreement as of 8 February 2019
|
A maximum of
1,027,857 common shares in Zenabis from the current drawn
amount
|
A maximum of
1,027,857 common shares in Zenabis from the current drawn
amount
|
A maximum of
6,191,911 common shares in Zenabis upon the remainder of
$20,850,000 being drawn
|
A maximum of
3,621,140 common shares in Zenabis upon the remainder of
$20,850,000 being drawn
|
Andrew Grieve, the Chief
Executive Officer of Zenabis, remarked, "We are pleased to have
negotiated the opportunity to meaningfully reduce the maximum
amount of dilution that will result from drawing on the remainder
of the Secured Convertible Debenture."
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
About Zenabis
Zenabis is a significant licensed cannabis cultivator of medical
and recreational cannabis, and employs staff coast-to-coast, across
facilities in Atholville, New
Brunswick; Delta and
Langley, B.C.; and Stellarton, Nova Scotia. In addition to
gaining technologically advanced knowledge of plant propagation,
the recent addition of state of the art greenhouses in Langley provides Zenabis with 3.5 million
square feet of facility space that can, upon full conversion, be
dedicated to cannabis production.
If all facility space is fully built out and dedicated to
production, Zenabis will own, and have access to, 660,000 square
feet of high quality indoor cannabis production space, as well as
2.1 million square feet of greenhouse space at its Langley facility (an additional 700,000 square
feet of greenhouse space will be used to continue the existing
propagation business, to be converted at such a time that is
beneficial to the strategic position of the company), strategically
positioned on Canada's coasts.
These facilities, if fully converted for cannabis production, would
have the design capacity to yield 479,300 kg of dried cannabis
annually, for both national and international market distribution.
The Zenabis brand name is used among the medical market,
while Namaste is used to service the recreational
market.
The management team at Zenabis has significant experience in
finance, agriculture, technology, pharmaceutical sales, consumer
packaged goods, international distribution and brand marketing.
Leadership is backed by the expertise of a Chief Growing Officer, a
Chief Science Officer and Chief Medical Officer.
This news release contains statements that may constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information may
include, among others, statements regarding the future plans,
costs, objectives or performance of Zenabis, or the assumptions
underlying any of the foregoing. In this news release, words such
as "may", "would", "could", "will", "likely", "believe", "expect",
"anticipate", "intend", "plan", "estimate" and similar words and
the negative form thereof are used to identify forward-looking
statements. In this news release, forward-looking statements
relate, among other things, to: Zenabis being entitled to draw the
remaining principal amount of the Secured Debentures on the terms
specified above. Forward-looking statements should not be read as
guarantees of future performance or results, and will not
necessarily be accurate indications of whether, or the times at or
by which, such future performance will be achieved. No assurance
can be given that any events anticipated by the forward-looking
information will transpire or occur. Forward-looking information is
based on information available at the time and/or management's
good-faith belief with respect to future events and are subject to
known or unknown risks, uncertainties, assumptions and other
unpredictable factors, many of which are beyond Zenabis' control.
These risks, uncertainties and assumptions include, but are not
limited to, those described Zenabis Management Information Circular
dated November 23, 2018, a copy of
which is available on SEDAR at www.sedar.com, and could cause
actual events or results to differ materially from those projected
in any forward-looking statements. Furthermore, any forward-looking
information with respect to available space for cannabis production
is subject to the qualification that management of Zenabis may
decide not to use all available space for cannabis production, and
the assumptions that any construction or conversion would not be
cost prohibitive, required permits will be obtained and the labour,
materials and equipment necessary to complete such construction or
conversion will be available. Accordingly, readers should not place
undue reliance on the forward-looking statements and information
contained in this news release. Zenabis does not intend, nor
undertake any obligation, to update or revise any forward-looking
information contained in this news release to reflect subsequent
information, events or circumstances or otherwise, except if
required by applicable laws.
For more information,
visit: https://www.zenabis.com
SOURCE Zenabis Global Inc.