Notice of Accelerated Warrant Expiry
NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES NEWS WIRE SERVICES
SAN MATEO, Calif., April 29, 2019 (GLOBE NEWSWIRE) -- Plus Products Inc. (CSE: PLUS) (OTCQB:PLPRF) (the “Company” or “Plus Products”), announces that it has elected to accelerate the expiry of the certain warrants of the Company’s wholly-owned subsidiary, Plus Products Holdings Inc. (“PPH”), which were assumed and honored by the Company pursuant to the Share Exchange Agreement between the Company and PPH, dated July 3, 2018, and which closed on July 24, 2018. The acceleration applies to (i) the Series Seed Preferred Share Warrants issued pursuant to a private placement which closed in three tranches on July 21, 2017, July 28, 2017 and August 1, 2017 (collectively, the “Seed Warrants”), (ii) the Series B-1 Preferred Share Warrants issued pursuant to a private placement which closed in four tranches on February 8, 2018, February 15, 2018, March 9, 2018 and March 29, 2018, including the related Series B-1 Preferred Share Warrants issued as finder’s fees on April 13, 2018 (collectively, the “B-1 Warrants”), and (iii) the Series B-2 Preferred Share Warrants issued pursuant to a private placement which closed on April 4, 2018 (the “B-2 Warrants” and together with the Seed Warrants and the B-1 Warrants are collectively referred to as, the “Warrants”) of the Company. Each Seed Warrant is exercisable into one (1) Subordinate Voting Share of the Company at a price of US$0.69 per share, each B-1 Warrant are exercisable into one (1) Subordinate Voting Share of the Company at a price of US$2.20 per share and every one hundred (100) B-2 Warrants are exercisable into one (1) Proportionate Voting Share of the Company at a price of US$220.00 per share. The Warrants will now expire at 5:00 p.m. (Pacific time) on Wednesday, May 29, 2019.
Pursuant to section 1.2 of the certificates representing the Warrants, the Company has the right to accelerate the expiry date of the Warrants in the event that the volume weighted average price of the Subordinate Voting Shares of the Company on a recognized exchange (the Toronto Stock Exchange, TSX Venture Exchange or the Canadian Securities Exchange) is equal to or greater than US$0.92 for the Seed Warrants or US$2.75 for the B-1 Warrants and B-2 Warrants over a period of ten (10) consecutive trading days (the “Acceleration Event”).
This press release constitutes notice that the Acceleration Event has occurred and the Company has elected to accelerate the expiry date of the Warrants in accordance with the terms of the certificates representing the Warrants to the date that is thirty (30) days after the date hereof, being May 29, 2019. This notice only affects the Seed Warrants, B-1 Warrants and B-2 Warrants and not any other warrants the Company has issued, including the agent warrants issued in the Company’s IPO on October 26, 2018 or the warrants issued pursuant to a warrant indenture dated February 28, 2019.
Warrant holders may exercise their rights to acquire Subordinate Voting Shares or Proportionate Voting Shares, as applicable, on or before 5:00 p.m. (Pacific time) on May 29, 2019 in accordance with their terms as set out in the certificates representing the respective Warrants. Warrant exercises in good order must be received, along with a certified cheque, bank draft or money order payable to the Company for the exercise price, by the Company at 3 East Third Avenue, San Mateo, CA 94401 (attention: Tessa O’Dowd) by no later than 5:00p.m. (Pacific time) on May 29, 2019, failing which the Warrants will expire.
The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Company is a branded products manufacturer based in California. Its products consist of cannabis-infused edibles, which it sells to both the regulated medicinal and adult-use recreational markets. PLUSTM is currently one of the fastest-growing edible brands in California with the State’s top-selling products.
The Company’s mission is to make cannabis safe and approachable - that starts with manufacturing high-quality products delivering consistent experiences. All products are produced in the Company’s dedicated food-safe cannabis manufacturing facility in southern California.
For further information contact:
Director of Investor Relations
Tel +1 650.223.5478
Moxie Communications Group
The CSE does not accept responsibility for the adequacy or accuracy of this release.
This news release contains statements and information that, to the extent that they are not historical fact, constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect.
Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Accordingly, readers should not place undue reliance on any such forward-looking information. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company's management to predict all of such factors and to assess in advance the impact of each such factor on the Company'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 statements. The Company does not undertake any obligation to update any forward-looking information to reflect information, events, results, circumstances or otherwise after the date hereof or to reflect the occurrence of unanticipated events, except as required by law including securities laws.