Eve & Co Announces $10 Million Special Warrant Bought Deal Financing
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TORONTO, April 11, 2019 (GLOBE NEWSWIRE) -- Eve & Co Incorporated (“Eve & Co” or the “Company”) (TSX-V: EVE; OTCQB: EEVVF) is pleased to announce that it has entered into an engagement letter with Haywood Securities Inc. (the “Underwriter”) pursuant to which the Underwriter has agreed to purchase 20,000,000 special warrants of the Company (the “Special Warrants”), on a bought deal basis, at a price of $0.50 per Special Warrant for aggregate gross proceeds of $10 million (the “Offering”). Closing of the Offering is expected to occur on or before May 10, 2019 (the “Closing”), and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange (the “TSXV”) and the securities regulatory authorities, and the satisfaction of other customary closing conditions.
Each Special Warrant will be exercisable into one (1) unit of the Company (a “Unit”), for no additional consideration, at any time after the Closing, and each Special Warrant not previously exercised shall be deemed exercised on the later of (i) the fifth business day after a receipt is issued for a final prospectus qualifying the Units for distribution in all of the Canadian provinces, except Quebec (the “Qualifying Jurisdictions”) and (ii) the date that is four months and one day following the Closing. Each Unit consists of one (1) common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.60 at any time up to 24 months following the Closing. The Company shall seek the necessary approvals to list the Common Shares, Warrants and Warrant Shares on the TSXV, which listing shall be conditionally approved prior to Closing.
The Company has granted the Underwriter an option to increase the size of the Offering by up to 20% at any time up to the Closing.
The Offering will take place by way of a private placement pursuant to applicable exemptions from the prospectus requirements in the Qualifying Jurisdictions, and in those jurisdictions where the Offering can lawfully be made including the United States under private placement exemptions.
The Company intends to use the net proceeds from the Offering for greenhouse expansion and for working capital and general corporate purposes.
The Company will use commercially reasonable efforts to prepare and file a preliminary short form prospectus in the Qualifying Jurisdictions where the Special Warrants are sold, qualifying the distribution of the Units, within 30 days after Closing. The Company has agreed to promptly resolve all comments received or deficiencies raised by the securities regulatory authorities and use its commercially reasonable efforts to file and obtain receipts for the final short form prospectus as soon as possible after such regulatory comments and deficiencies have been resolved.
In consideration for their services, the Underwriter will receive a cash commission equal to 7% of the gross proceeds of the Offering and will issue such number of compensation special warrants (“Compensation Special Warrants”) equal to 7% of the number of Special Warrants sold in the Offering. Each Compensation Special Warrant will be exercisable into one (1) compensation option (a “Compensation Option”), for no additional consideration, at any time after the Closing, and each Compensation Special Warrant not previously exercised shall be deemed exercised on the later of (i) the fifth business day after a receipt is issued for a final prospectus qualifying the Units for distribution in Qualifying Jurisdictions and (ii) the date that is four months and one day following the Closing. Each Compensation Option shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.50 at any time up to 24 months following the Closing.
Eve & Co, through its wholly-owned subsidiary Natural MedCo Ltd., holds cultivation and processing licenses under the Cannabis Act (Canada) for the production and sale of various cannabis products, including dried cannabis, cannabis plants and cannabis oil. Natural MedCo Ltd. was Canada’s first female founded licensed producer of medicinal marijuana and received its cultivation license from Health Canada in 2016.
Eve & Co is led by a team of agricultural experts and has a licenced 220,000 sq. ft. scalable greenhouse production facility located in Middlesex County, Ontario with 32 acres of adjacent land for future expansion. Eve & Co has commenced construction of an additional 780,000 sq. ft. proposed expansion, bringing Eve & Co’s total anticipated greenhouse capacity to 1,000,000 sq. ft.
The Company’s website can be visited at www.evecannabis.ca
Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Certain statements in this press release constitute forward-looking information. All statements other than statements of historical fact contained in this press release, including, without limitation, those regarding the terms of the credit facilities and the Company’s related expansion and construction plans, future, strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict, including those described in the Company’s management’s discussion and analysis for the three and twelve months ended October 31, 2018 which is available on the Company’s SEDAR profile. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. The forward-looking information and forward-looking statements included in this news release are made as of the date of this news release the Company does not undertake an obligation to publicly update such forward-looking information or forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities law.