Trading symbol: TSX-V-NEX: ENTH.H
VANCOUVER, BC, April 19, 2021 /CNW/ - Entheos Capital Corp. (the
"Company"), announces that further to its press release dated
February 11, 2021 announcing the
proposed Reverse Takeover transaction with The BC Bud Co.
("BCBC"), the Company has arranged a non-brokered private
placement (the "Private Placement") to raise $1,000,000.
As previously announced, the Company will acquire all of the
issued and outstanding securities of BCBC by way of a share
exchange (the "Transaction") in consideration of the
issuance of 2.1 common shares of the Company for each common share
of BCBC held, such that 26,250,000 common shares of the Company
would be issued based on the current capital structure of BCBC.
The Private Placement will consist of 4,000,000
subscription receipts (the "Subscription Receipts") to raise
gross proceeds of $1,000,000
and remains subject to the approval of the TSX Venture Exchange
(the "TSXV").
Each Subscription Receipt will be sold at a price of
$0.25 and will, conditional upon the
completion of the Transaction, including the delisting of the
Company from the TSXV and listing on the Canadian Securities
Exchange (the "CSE"), automatically convert immediately
following the closing of the Transaction into a unit (a
"Unit").
Each Unit will consist of one common share (a "Share")
and one transferable common share purchase warrant (each whole
warrant, a "Warrant"). Each Warrant will entitle the
holder to purchase, for a period of 24 months, one additional Share
at an exercise price of $0.50. Each
Warrant is subject to accelerated expiry provisions whereby, if the
closing price of the Company's common shares exceeds $0.75 per share for a period of ten consecutive
trading days, at the Company's election, provided that applicable
resale restrictions have lapsed, the 24 month period within which
the Warrants are exercisable will be reduced and the holders of the
Warrants will be entitled to exercise their Warrants for a period
of 30 days commencing on the day the Company provides notice of
same.
The proceeds from the Private Placement will be deposited into
escrow with the Company pending the satisfaction of certain escrow
release conditions, including the delisting of the shares from the
TSXV, the approval of the listing of the shares on the CSE and the
completion of the Transaction. If the escrow release conditions are
not satisfied or waived by the holders on or before September 30, 2021, or such date as may be
extended in accordance with the terms of the Subscription Receipts,
proceeds will be returned to subscribers.
No finder's fees are payable in respect of the Private
Placement. The proceeds of the Private Placement will be utilized
to fund the costs associated with the Transaction, general
corporate and working capital and to fund BCBC's business
development, all as will be more particularly set forth in the
Company's meeting materials related to the Transaction. The
completion of the Private Placement will satisfy a key condition
precedent for the Transaction.
The Transaction is subject to a number of terms and conditions,
including, but not limited to, the completion of the Placement, the
approval of a majority of the minority shareholders in the Company,
and the approval of the CSE and other applicable regulatory
authorities. Additionally, the delisting of the Company's shares in
advance of the listing on the CSE will also require the approval of
a majority of the minority shareholders in the Company.
This news release does not constitute an offer to sell and is
not a solicitation of an offer to buy any securities in
the United States. The securities
of the Company and BCBC 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 and may not be
offered or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws unless pursuant
to an exemption from such registration.
Special Meeting
The Company advises that it has set down July 5, 2021 as the date of its annual and
special meeting of shareholders (the "Meeting"). At the
Meeting, among other things, shareholders will be asked to consider
the Transaction and the delisting of the Company's common shares
from the TSX Venture Exchange. Due to provincial health orders
regarding COVID-19 pandemic and the protection of the Company's
stakeholders, the Meeting will be held virtually. Further details
on how shareholders may access the Meeting will be provided in the
Company's management information circular and related proxy
materials.
Trading Halt
The common shares of the Company continue to be halted from
trading, and trading is expected to remain halted pending
completion of the Transaction. The Company does not expect trading
to recommence on the TSX Venture Exchange.
Forward-Looking Statements
This news release contains certain "forward looking statements"
including, for example, statements relating to the completion of
the Transaction and Private Placement and the Resulting Issuer's
anticipated share capital. Such forward-looking statements involve
risks and uncertainties, both known and unknown. The results or
events depicted in these forward-looking statements may differ
materially from actual results or events. In addition to other
factors and assumptions which may be identified herein, assumptions
have been made regarding and are implicit in, among other things:
receipt of regulatory approvals, the Company's ability to complete
the Transaction and Private Placement, the state of the capital
markets, the impact of the COVID-19 pandemic, the ability of the
Resulting Issuer to successfully manage the risks inherent in
pursuing business opportunities in the cannabis industry, and the
ability of the Resulting Issuer to obtain qualified staff,
equipment and services in a timely and cost efficient manner to
develop its business. Any forward-looking statement reflects
information available to the Company as of the date of this news
release and, except as may be required by applicable securities
laws, the Company disclaims any intent or obligation to update any
forward-looking statement, whether as a result of new information,
future events or results or otherwise.
Entheos Capital Corp.
"Brayden R. Sutton"
_______________________________________
Brayden R. Sutton, Chief Executive
Officer
Neither the TSX Venture Exchange nor its Regulation
Services provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Completion of the Transaction is subject to a number of
conditions, including stock exchange acceptance and majority of the
minority Shareholder approval. The Transaction cannot close until
the required Shareholder approval is obtained. There can be no
assurance that the Transaction will be completed as proposed or at
all. Investors are cautioned that, except as disclosed in the
Information Circular and Listing Statement to be prepared in
connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the securities
of the Company should be considered highly speculative. The TSX
Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
SOURCE Entheos Capital Corp.