OTTAWA, (GLOBE NEWSWIRE) — LIVEWELL FOODS CANADA Inc. (“LiveWell Foods” or the “Company“) is pleased to announce that it has entered into an agreement with a syndicate of agents led by Canaccord Genuity Corp. and including Beacon Securities Ltd., Echelon Wealth Partners Inc. and GMP Securities L.P. (collectively, the “Agents”), whereby the Agents will sell on a commercially reasonable efforts private placement basis, a minimum of 10,000,000 units of the Company (the “Units”) at a price of C$1.00 per Unit (the “Issue Price”) for aggregate gross proceeds of a minimum of C$10,000,000.
Each Unit will consist of one common share of the Company (a “Common Share”) and one half of one common share purchase warrant of the Company (each whole warrant, a “Warrant”). Each Warrant shall be exercisable into one Common Share at a price of $1.30 per Warrant for a period of 24 months from the date of listing on a recognized Canadian stock exchange.
The Company intends to use the net proceeds of the Offering to complete the 108,000 sqft Phase 1 retrofit (of a total planned 540,000 sqft) of the Artiva Greenhouse Facility in Ottawa, advance construction of the initial 100,000 sqft (of a total planned 1,000,000 sqft) of the Pontiac Project in Quebec and for general working capital purposes.
Closing of the Offering is expected to occur on or about May 10th, 2018 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals of the securities regulatory authorities.
Pursuant to the terms of the Offering, the Agents have been granted an option to arrange for the sale of up to C$1,500,000 of additional Units, which option is exercisable by the Agents at any time up until the Closing Date.
The Company will pay cash commissions to the Agents equal to 8.0% of the aggregate gross proceeds of the Offering. The Agents will also receive Agents’ warrants exercisable for a period of 24 months from the Closing Date to acquire that number of Units which is equal to 8.0% of the number of Units sold under the Offering, at an exercise price that is equal to the Issue Price.
As announced on January 16th, 2018 by Percy Street Capital Corporation (“Percy Street”) (TSX-V:PSC.P), LiveWell Foods and Percy Street have entered into an arm’s length agreement in principle whereby Percy Street will purchase all of the issued and outstanding securities of LiveWell Foods, and it is intended that the proposed transaction will constitute Percy Street’s qualifying transaction under the policies of the TSX Venture Exchange (the “Qualifying Transaction”). Completion of the Qualifying Transaction is expected by the end of Q2 2018.
LiveWell Foods Canada Inc. (Ottawa, Canada) is dedicated to the highest quality standards in delivering cannabis and hemp products. Together with its strategic partners, Canopy Growth Corporation (TSX:WEED) and Canopy Rivers Corporation, LiveWell is retrofitting an existing 540,000 square foot greenhouse facility in Ottawa, Ontario. LiveWell is also constructing a state of the art Global Innovation Centre complete with a Cannabis and Hemp Research & Processing facility and a 1 million square foot grow, in Litchfield, Quebec. Upon completion, the combined will measure 1,540,000 square feet of greenhouse capacity, all built to an unparalleled level of quality assurance, procedures, and testing. The company has established partnerships with leading sector names, with interests and operations abroad. LiveWell also distributes retail and bulk hemp products under the O-Hemp brand and plans to distribute cannabis edibles and infused products.
For more information visit: www.livewellfoods.ca
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “plan”, “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The forward-looking information contained in this press release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
This is not an offer for sale, or solicitation of an offer to buy, in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) of any equity shares or any other securities of the Company.
For Media Inquiries Kimothy Walker Communications Advisor (613) 859-3753 Léa Manuel (514) 569 7282