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Strategies & Market Trends : Dino's Bar & Grill -- Ignore unavailable to you. Want to Upgrade?

To: Goose94 who wrote (57520)	4/12/2019 9:26:01 AM
From: Goose94	Respond to of 203540

Wildflower Brands (SUN-Cse) Apr 12, '19 has entered into a brokered and syndicated best efforts private placement led by Industrial Alliance Securities, with Sprott Capital Partners joining as a syndicate member, for the sale of up to 20 million subscription receipts at a price of 75 cents per subscription receipt. The closing of the offering is anticipated to occur on May 23, 2019, or such other date as the agents and the company may agree upon. In addition, the Company has granted the Agents an over-allotment option, exercisable in whole or in part, at the discretion of the Agents, for the purchase of up to an additional 15% of the Subscription Receipts sold by the Agents, at any time until the Closing Date. The Company has announced that it has entered into a non-binding letter of intent to complete an acquisition of all of the issued and outstanding shares in the capital of City Cannabis Corp. ("City Cannabis") by way of a share purchase agreement, plan of arrangement, amalgamation or similar type of transaction (the "Acquisition"). The Acquisition is subject to the parties entering into a definitive agreement and the satisfaction or waiver of all the conditions contained in such definitive agreement including the receipt of shareholders' and applicable regulatory approvals. Upon completion of the Acquisition and the satisfaction of certain other conditions (collectively, the "Escrow Release Conditions"), each Subscription Receipt will be deemed to be exchanged, subject to adjustment in certain events and without payment of any additional consideration, as set out in the subscription receipt agreement governing the Subscription Receipts, for one unit of the Company (each, a "Unit" and collectively, the "Units"), with each Unit comprised of one common share of the Company (each, a "Common Share" and collectively, the "Common Shares") and one warrant to purchase one Common Share (each, a "Warrant" and collectively, the "Warrants"). Each Warrant will be exercisable for one Common Share for a period of 12 months following the date the Escrow Release Conditions are satisfied, at a price of $1.00 per Common Share, subject to rights of adjustment and mandatory exercise in certain events, as set out in the warrant indenture governing the Warrants. The gross proceeds of the Offering (less the Agents' expenses and 50% of the Agents' fees) will be deposited in escrow on the Closing Date and will be released to the Company (net of the other 50% of the Agents' fees) on the date upon which the Escrow Release Conditions are satisfied, provided that such date is on or before 5:00 p.m. (Vancouver time) on August 30, 2019 (the "Escrow Release Deadline"). Subject to the Lead Agent's sole discretion, escrowed proceeds from the President's List (as defined below) may be released to the Company prior to the satisfaction of the Escrow Release Conditions. The net proceeds from the Offering will be used to fund the build out and expansion of City Cannabis' retail distribution, build out the Company's manufacturing capability in California, and for general working capital of the Company. In consideration of the services rendered by the Agents in connection with the Offering, the Company has agreed to pay the Agents on the closing of the Offering an aggregate cash fee equal to: (a) 7.0% of the gross proceeds of the Offering (other than purchasers identified on a mutually agreed upon purchaser list (the "President's List")); and (b) 3% of the gross proceeds of the Offering resulting from purchasers on the President's List. As additional consideration for the services of the Agents, the Company agreed to grant to the Agents compensation options (the "Compensation Options") entitling the Agents to subscribe for that number of Units as is equal to 7.0% of the total number of Subscription Receipts sold pursuant to the Offering (other than purchasers on the President's List) and 3% of the total number of Subscription Receipts sold to purchasers on the President's List. Each Compensation Option will be exercisable to acquire one Unit at an exercise price equal to the Issue Price for a period of two years following the date the Escrow Release Conditions are satisfied. ABOUT WILDFLOWER BRANDS Wildflower Brands Inc. is a Vancouver-based company developing and designing brands that focus on plant-based health and wellness products. All of our brands work in synergy toward the goal of becoming a global wellness leader. For more information, visit the company's website at www.WildflowerBrands.co