Also Announces Engagement of Haywood
Securities and Resignation of Director
HEMPCO FOOD AND FIBER INC. Symbol: TSX.V –
HEMP
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES./
VANCOUVER, May 5, 2017 /CNW/ - HEMPCO FOOD AND FIBER
INC. ("Hempco" or the "Company") announces
that, further to its news release of May 3,
2017, it is expanding its non-brokered private placement
(the "Offering") to include investors purchasing pursuant to
the existing securityholder exemption and the "investment dealer
exemption, as further described below. As previously announced, the
Offering will consist of up to 4,000,000 units of the Company
(each, a "Unit") at a price of $0.40 per Unit, for gross proceeds of
$1,600,000. Each Unit will consist of
one common share in the capital of the Company (each, a
"Share") and one share purchase warrant, with each warrant
exercisable into an additional Share at a price of $0.60 per Share for a period of 24 months from
the closing of the Offering.
As noted above, the Company has determined that a portion or all
of the Offering may be made available to existing securityholders
of the Company ("Existing Security Holders") who qualify
under the "existing securityholder prospectus exemption" available
in certain jurisdictions in Canada
(the "Existing Security Holder Exemption"). As the Existing
Security Holder Exemption contains certain restrictions and is only
available in certain jurisdictions in Canada, investors that do not qualify under
the Existing Security Holder Exemption may qualify to participate
in the Offering under other prospectus exemptions.
To comply with the criteria of the Existing Security Holder
Exemption, the Offering to Existing Security Holders will be
subject to, among other criteria, the following:
- Existing Security Holders must have been holding securities of
the Company as at May 2, 2017, which
has been set as the record date for the purpose of determining
Existing Security Holders (the "Record Date");
- Existing Security Holders must be purchasing Units as principal
for their own account and not for any other party;
- the aggregate acquisition cost to a subscriber under the
Existing Security Holder Exemption cannot exceed $15,000 per twelve month period unless that
subscriber has obtained advice from a registered investment dealer
regarding the suitability of the investment;
In the event that aggregate subscriptions for Units under the
Offering exceed the maximum number of Units to be distributed, then
Units will be sold to qualifying subscribers on a pro rata basis
based on the number of Units subscribed for.
In addition to the Existing Security Holder Exemption and other
available prospectus exemptions, a portion or all of the Offering
may be completed pursuant to Multilateral Notice 45-318 –
Prospectus Exemption for Certain Distributions through an
Investment Dealer ("CSA 45-318") and the corresponding
blanket orders and rules implementing CSA 45- 318 in the
participating jurisdictions in respect thereof (collectively with
CSA 45-318, the "Investment Dealer Exemption"). As at the
date hereof, the Investment Dealer Exemption is available in each
of Alberta, British Columbia, Saskatchewan, Manitoba and New
Brunswick. Pursuant to CSA 45-318, each subscriber relying
on the Investment Dealer Exemption must obtain advice regarding the
suitability of the investment from a registered investment
dealer.
The proceeds of the Offering will be used for working capital
purposes, particularly new hires, marketing, equipment purchase and
installation, quality control and software systems implementation.
The securities issued pursuant to the Offering will be subject to
statutory hold periods expiring four months and one day from the
date of issuance of such securities, and such other restrictions as
are required by applicable securities laws. There is no material
fact or material change of the Company that has not been generally
disclosed. The Company does not expect to provide any offering
materials to subscribers in connection with the Offering. For more
information concerning the Company, please refer to the Company's
profile on the SEDAR website at www.sedar.com.
Engagement of Haywood Securities Inc.
The Company also announces that, effective May 4, 2017, it entered into an engagement letter
(the "Engagement Letter") with Haywood Securities Inc.
("Haywood") pursuant to which the Company has agreed to
engage Haywood to provide financial advisory services to the
Company, including advice on financing options, the development and
review of strategic opportunities and assisting with investor
communication initiatives. In consideration for such services, the
Company has agreed to: (i) issue Haywood 125,000 Shares, having an
aggregate value of $50,000, at a
deemed price per Share of $0.40 per
Share, effective as of the execution of the Engagement Letter; and
(ii) such number of additional Shares as have an aggregate value of
$50,000 based on the market price of
the Shares on the TSX Venture Exchange (the "TSXV") on the
date that is 30 days following the execution of the Engagement
Letter. In the event that the Company is unable to issue such
Shares, the Company will pay Haywood the cash value of any Shares
not so issued. The Company will also reimburse Haywood for its
reasonable out of pocket expenses.
The Engagement Letter and the completion of the Offering are
subject to the approval of the TSXV.
None of the securities to be issued in connection with the
Offering or the Engagement Letter have been, or will be, registered
under the United States
Securities Act of 1933, as amended (the "1933 Act"),
and may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements of the 1933 Act. This news
release shall not constitute an offer to sell or a solicitation of
any offer to buy nor shall there be any sale of the securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
Resignation of Director
The Company also announces the resignation of James Longshore, a director of the Company,
effective May 5, 2017. The Company
thanks Mr. Longshore for his service to the Company and wishes him
the best in his future endeavors.
About Haywood Securities Inc.
Founded in 1981, Haywood is a 100 per cent employee-owned
investment dealer with more than 275 employees in its Canadian
offices in Vancouver, Calgary and Toronto. Haywood is a member
of the Toronto Stock Exchange, the TSX Venture Exchange, the
Montreal Exchange (MEX), the Canadian National Stock Exchange
(CNSX), the Canadian Investor Protection Fund (CIPF), and the
Investment Industry Regulatory Organization of Canada (IIROC). In addition, Haywood
Securities (USA) Inc., a wholly
owned subsidiary, is a broker-dealer registered to transact
securities business in the United
States and is a member of the Financial Industry Regulatory
Authority (FINRA).
About Hempco
Hempco® is recognized as a "company that cares" and
guarantees that its customers, all over North America, Europe and Asia, are provided the finest hemp seed foods
possible.
ON BEHALF OF THE BOARD
"Charles
Holmes"
Charles
Holmes
Chief Executive Officer
HEMPCO FOOD AND
FIBER INC.
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 the content of this release.
Forward-Looking Information
Certain statements contained in this press release constitute
forward-looking information. These statements relate to future
events or future performance. The use of any of the words "intend",
"may", "will", "expect", and similar expressions and statements
relating to matters that are not historical facts are
intended to identify forward-looking information and are based on
the Company's current beliefs or assumptions as to the
outcome and timing of such future events. Actual future results may
differ materially. In particular, this press release contains
forward-looking information with respect to the Offering; the
Engagement Letter and the compensation payable thereunder;
statutory hold periods; the principal uses of the proceeds of the
Offering; and the exemptions that may be relied on in connection
with the Offering. Various assumptions are typically applied in
drawing conclusions set out in forward-looking information. Those
assumptions and factors are based on information currently
available to the Company. The material facts and assumptions
include obtaining approval of the TSXV for the proposed Offering
and the Engagement Letter; the availability of certain prospectus
exemptions in respect of the Offering; and the intended use of
proceeds thereof remaining in the best interests of the Company.
The Company cautions the reader that the above list of risk factors
is not exhaustive. The forward-looking information contained in
this release is made as of the date hereof and the Company is not
obligated to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as required by applicable securities laws. Due to the risks,
uncertainties and assumptions contained herein, investors should
not place undue reliance on forward-looking information. The
foregoing statements expressly qualify any forward-looking
information contained herein.
Not for distribution to U.S. Newswire Services or for
dissemination in the United
States. Any failure to comply with this restriction may
constitute a violation of U.S. Securities Laws.
SOURCE Hempco Food and Fiber Inc.