Alliance Growers (ACG-Cse) Announces $5 Million Private Placement with over Allotment
Jan 26, '18 - NR
Alliance Growers to announce a non-brokered private placement (the "Private Placement") of up to 6,250,000 units (the "Units") at a price of $0.80 per Unit, for gross proceeds of up to $5,000,000. Each Unit is comprised of one common share and one share purchase warrant. Each share purchase warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.90 per share, for a period of three years from the date the Units are issued.
As well, Alliance Growers has agreed to an Over Allotment of up to 2,500,000 Units on the same terms should demand for the Private Placement Units prove higher than expected. Certain directors and/or officers of the Company may participate in the Private Placement for a total of up to 500,000 units. Finders fees may be payable on portions or all the financing, at the rate of up to 8% in cash and 4% in Units bearing the same terms at the Private Placement.
A portion of the Private Placement may be completed in accordance with the exemption set out in BC Instrument 45-534 (Exemption from prospectus requirement for certain trades to existing security holders) (the "Security Holder Exemption") pursuant to the terms and conditions of this Offering News Release and BC Instrument 45-534. Alliance Growers shall make the pro-rata offer available to all persons who, as of the record date of January 24, 2018, held common shares in the capital of the Company. In accordance with the requirements of the Security Holder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.
The Private Placement securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
The Company plans to allocate the proceeds of the Private Placement primarily to the Botany Centre for property acquisition and preliminary planning and development, plus finalization of agreements associated with the acquisition of Biocannatech and other potentially lucrative arrangements in the medical and recreational cannabis space, as well as general working capital. The financing is subject to regulatory approval. All securities issued pursuant to the placement will be subject to a hold period of four months and one day from the date of closing.
About Alliance Growers
Alliance Growers Corp is a diversified cannabis company driven by the Company's 'Four Pillars' Organization Plan — Cannabis Botany Centre, Strategic ACMPR Investments, CBD Oil Supply and Distribution, and Research and Development.
Alliance Growers has finalized its a new business partnership with WFS Pharmagreen Inc., to jointly develop and operate a 40,000-square foot facility to be the first of its kind in Western Canada to house a DNA Botany lab, extraction facility and Tissue Culture Plantlet Production facility to service the Cannabis market and agriculture market in general. The proposed Cannabis Botany Centre will grow Cannabis plantlets using proprietary tissue culture propagation, specifically the "Chibafreen Invitro Plant Production System", which assures consistent composition and purity of each plantlet for the growers.
Alliance Growers has entered into an exclusive agreement to acquire a late stage licensed producer applicant, Biocannatech, to become a licensed producer under Health Canada's access to cannabis for medical purposes regulations ("ACMPR") in Quebec. Alliance Growers will supply financing and resources to build out the medical marijuana facility in preparation for the inspection required to obtain a growing license. Once Health Canada is satisfied with a successful crop, Alliance Growers will be granted its distribution license.
This acquisition allows the Company an opportunity to become a licensed producer in the Province of Quebec and gain an in-road to provide tissue culture plantlets to all licensed producers in Quebec.
Further, Alliance Growers has been negotiating to obtain other exclusive Canadian distribution agreements for certain proprietary products for support of the Cannabis growing industry in addition to possible partnerships with Licensed Producer Applicants at various stages in the Health Canada License process.
For further information, please visit the Company's website at www.alliancegrowers.com or the Company's profile at www.sedar.com.
If you would like to be added to Alliance Growers' news distribution list, please send your email address to newsletter@alliancegrowers.com
On behalf of the board of directors of
ALLIANCE GROWERS CORP.
"Dennis Petke"
Dennis Petke
President and CEO
For more information contact:
Dennis Petke
Tel: 778-331-4266
DennisPetke@alliancegrowers.com
Rob Grace
Corporate Communications
Tel: 778-998-5431
RobGrace@alliancegrowers.com |
