Christina Lake Closes Non-Brokered Private Placement of Unsecured Convertible Debentures
September 08 2022 - 12:05AM
Christina Lake Cannabis Corp. (the “Company” or “CLC” or
“Christina Lake Cannabis”) (CSE: CLC) (OTCQB: CLCFF) (FRANKFURT:
CLB) is pleased to announce that it has closed a
non-brokered private placement of unsecured convertible debentures
(the “
Debentures”) in the principal amount of
CDN$810,000 (the “
Offering”).
The Debentures will mature thirty-six (36)
months from the date of issuance and bear interest at the rate of
15.0% per annum, with such interest to be accrued on a monthly
basis and paid on a semi-annual basis. Pursuant to the terms of the
Debentures, the subscribers may at any time prior to the Maturity
Date convert the principal amounts of the Debentures and any
accrued but unpaid interest into common shares of the Company
("Common Shares"), at a price of $0.15 per Common
share.
The Debentures (principal and interest) will be
unsecured debt obligations of the Company, and therefore subject to
existing security interests (as applicable) and permitted
encumbrances. Each Debenture shall rank pari passu with all other
Debentures, regardless of the date of issuance.
In connection with the issuance of the
Debentures, the Corporation issued an aggregate of 405,000 bonus
warrants (“Bonus Warrants”) to the subscribers of
the Offering. Each subscriber received one half of one Bonus
Warrant for each $1 subscribed under the Offering. Each Bonus
Warrant is exercisable until December 31, 2024 to acquire one
additional Common share per Bonus Warrant at an exercise price of
$0.20 per share. The Bonus Warrants are subject to an acceleration
clause, whereby if the volume weighted average price of CLC's
Common Shares exceeds $0.40 per Common Share for a period of 20
days, the Company may accelerate the expiry of the Bonus Warrants
by providing notice to the holders.
All securities issued pursuant to the Offering
are subject to a statutory four-month and one day hold period from
the date of issuance pursuant to applicable securities laws of
Canada.
Proceeds from the Offering will be used to
finance and repatriate the purchase of processing equipment and
working capital to continue the Company’s ongoing obligations.
MI 61-101 Disclosure
Certain insiders of the Company participated in
the Offering for an aggregate total of $700,000 in Debentures. The
participation by such insiders is considered a “related-party
transaction” within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The Company has relied on
exemptions from the formal valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(a) and
5.7(1)(a) of MI 61-101 in respect of related party participation in
the placement as neither the fair market value (as determined under
MI 61-101) of the subject matter of, nor the fair market value of
the consideration for, the transaction, insofar as it involved the
related parties, exceeded 25% of the Company’s market
capitalization (as determined under MI 61-101).
The Company did not file a material change
report more than 21 days before the expected closing of the
Offering as the details of the participation therein by related
parties of the Company were not settled until shortly prior to
closing of the Offering and the Company wished to close on an
expedited basis for sound business reasons.
About Christina Lake Cannabis
Corp.
Christina Lake Cannabis is a licensed producer
of cannabis under the Cannabis Act. It has secured a standard
cultivation license and corresponding processing amendment from
Health Canada (March 2020 and August 2020, respectively) as well as
a research and development license (early 2020). Christina Lake
Cannabis’ facility consists of a 32-acre property, which includes
over 950,000 square feet of outdoor grow space, offices,
propagation and drying rooms, research facilities, and a facility
dedicated to processing and extraction. Christina Lake Cannabis
also owns a 99-acre plot of land adjoining its principal site. CLC
focuses its production on creating high quality extracts and
distillate for its B2B client base with proprietary strains
specifically developed for outdoor cultivation to enhance
extraction quality.
On behalf of Christina Lake Cannabis
Corp.:
“Mark Aiken”
Mark Aiken, CEO1
For more information about CLC, please visit:
www.christinalakecannabis.com
Jamie FrawleyInvestor Relations and Media
Inquiriesjamie@clcannabis.com 416-268-9432
THE CANADIAN SECURITIES EXCHANGE (“CSE”) HAS NOT
REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR
ADEQUACY OF THIS RELEASE, NOR HAS OR DOES THE CSE’S REGULATION
SERVICES PROVIDER.
This news release contains statements which
constitute "forward-looking statements", including the anticipated
use of the proceeds of the Offering, statements regarding the
plans, intentions, beliefs and current expectations of the Company
with respect to the future business activities and operating
performance of the Company. The use of any of the words
“anticipate,” “continue,” “estimate,” “expect,” “may,” “will,”
“would,” “should,” “believe” and similar expressions are intended
to identify forward-looking statements. Although the Company
believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because the
Company can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and
conditions, by their very nature they involve inherent risks and
uncertainties. These statements speak only as of the date of this
News Release. Actual results could differ materially from those
currently anticipated due to a number of factors and risks
including various risk factors discussed in the Company’s
disclosure documents which can be found under the Company’s profile
on http://www.sedar.com. Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking statements prove incorrect, actual results may vary
materially from those described herein as intended, planned,
anticipated, believed, estimated or expected. The Company does not
intend, and does not assume any obligation, to update these
forward-looking statements except as otherwise required by
applicable law
_________________________________
1 Mr. Aiken is the acting CEO of the Company and his appointment
remains subject to Health Canada Clearance in accordance with the
Cannabis Act.
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