Pasha Announces Share Consolidation, Financing and Restructuring of Debt
February 25 2020 - 10:55AM
Pasha Brands Ltd. (the “
Company”) (
CSE:
CRFT) (
OTC:CRFTF)
(
FSE:ZDD) announces that it plans to consolidate
(the “
Consolidation”) its common share capital on
the basis of one post-Consolidation share for every twelve
pre-Consolidation shares. It is anticipated that the Consolidation
will reduce the outstanding capital of the Company such that there
will be approximately 16,216,612 common shares outstanding.
The Company believes that the Consolidation will make the Company
more attractive to financing opportunities, and will allow for the
restructuring and settlement of certain existing liabilities.
Financing
Following completion of the Consolidation, the
Company intends to offer up to 6,944,444 post-Consolidation units
(each, an “Offering Unit”) by way of non-brokered
private placement (the “Offering”) at a price of
$0.72 per Offering Unit for gross proceeds of up to
$5,000,000. Each Offering Unit will consist of one
post-Consolidation common share and one-half of one share purchase
warrant which will entitle the holder to acquire one additional
post-Consolidation common share at an exercise price of $1.02 for a
period of 36 months following closing (the “Closing
Date”).
The Company anticipates paying finders fees to
certain eligible parties who have assisted by introducing
subscribers to the Offering. All securities issued in
connection with the Offering will be subject to a
four-month-and-one-day statutory hold period in accordance with
applicable securities laws.
Debt Settlement
The Company has reached an agreement with
certain arms-length creditors to settle (the “Debt
Settlement”) all outstanding obligations related to the
acquisition of certain intellectual property associated with the
trade name CBD Therapeutics. The obligations total $2,750,000
and are being settled through the transfer of ownership of 1160988
B.C. Ltd., a wholly-owned subsidiary of the Company which holds the
assets related to CBD Therapeutics. In connection with the
settlement, the Company has also agreed to release a total of
17,510,072 pre-Consolidation common shares issued in connection
with the original acquisition of 1160988 B.C. Ltd. from the terms
of a voluntary pooling arrangement, such that they will now become
free-trading.
Restructuring of Convertible
Debentures
The Company also announces that it intends to
seek approval from the holders of outstanding convertible
debentures (the “Debentures”) in the aggregate
principal amount of $12,261,456 to convert the Debentures into
equity of the Company. The Company will seek approval of the
holders to issue an aggregate of 12,021,035 units (each, a
“Conversion Unit”) at a price of $1.02 per
Conversion Unit in full and final settlement of all outstanding
obligations due and owing in connection with the Debentures. Each
Conversion Unit will consist of one post-Consolidation common share
and one share purchase warrant which will entitle the holder to
acquire one additional post-Consolidation common share of the
Company at an exercise price of $1.20 for a period of 36 months
following the Closing Date.
Completion of the Consolidation, the Offering,
the Debt Settlement and the restructuring of the Debentures,
remains subject to completion of appropriate regulatory filings
with the Canadian Securities Exchange.
For further information please contact Patrick Brauckmann at
(236) 521-5135 (x426)
Investor Relations
ContactCharles
Leeinvest@pashabrands.com (236) 521-5132 (x423)
This news release includes certain
“forward-looking statements” under applicable Canadian securities
legislation. Forward-looking statements are necessarily based upon
a number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties,
and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such
forward-looking statements. There can be no assurance that
such statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking statements. Pasha disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
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