CALGARY, Dec. 19, 2017 /CNW/ - Target Capital Inc.
("Target" or the "Corporation") (TSXV: TCI) (CSE:
TCI) is pleased to announce that it has received the written
consent of a majority of its shareholders to: (i) complete its
previously announced non-brokered private placement of $5.0 million (the "Private Placement");
and (ii) appoint a new management team and board of directors
(collectively, the "New Management Team").
Pursuant to the Private Placement, Target issued an aggregate of
91,666,675 units ("Units") at a price of $0.06 per Unit for aggregate gross proceeds of
$5.5 million, representing an upsize
of $0.5 million from the previous
announcement. Each Unit is comprised of one common share of the
Corporation (a "Common Share") and, in the case of
subscriptions by the New Management Team, one Common Share purchase
warrant (a "Warrant") and, in the case of all other
subscribers, one half of one Warrant. Each Warrant entitles
the holder thereof to purchase one Common Share at a price of
$0.10 until December 15, 2022. The Warrants will vest
and become exercisable as to one-third upon the 20-day weighted
average trading price of the Common Shares (the "Market
Price") equaling or exceeding $0.12, an additional one-third upon the Market
Price equaling or exceeding $0.16 and
a final one-third upon the Market Price equaling or exceeding
$0.20. The Private Placement remains
subject to the final approval of the TSX Venture Exchange (the
"TSXV") and the Canadian Securities Exchange (the
"CSE").
Target is also pleased to announce that, contemporaneous with
the closing of the Private Placement, the previously announced
appointment of the New Management Team was completed. The New
Management Team is led by Sonny
Mottahed as President and Chief Executive Officer,
Bill Macdonald as Executive Vice
President – Corporate Development, David
Cheadle as Chief Financial Officer and, joining the team as
General Counsel, Jason Kujath.
Mr. Kujath is currently President, COO and co-founder of 51st
Parallel Life Sciences Ltd., an Alberta-based late stage license applicant
under Health Canada's Access to Cannabis for Medical Purposes
Regulations ("ACMPR"), and a director of the Alberta
Cannabis Stakeholders Association. Prior thereto, Mr. Kujath was a
tax lawyer with Dentons LLP. Joining Messrs. Mottahed and Macdonald
on the board of directors of Target are Gregory Turnbull, Matteo
Volpi and Chad Oakes with
Sony Gill serving as the Corporation's Corporate Secretary.
The New Management Team are founding shareholders, senior
officers and board members of two late stage licensed applicants
under ACMPR and have developed a deep network of contacts within
the cannabis sector in Canada,
Europe and all other legal
international jurisdictions. The New Management Team has
significant investment banking, direct investing and legal advisory
experience and are particularly skilled at identifying, evaluating
and adding value to start-up companies. Please refer to the
November 21, 2017 press release of
the Corporation for additional details about the New Management
Team and Target's new corporate strategy.
It is anticipated that the shareholders of Target will be asked
to approve a change of the Corporation's name to "CBi2
Capital Corp.", at a future meeting to be held in conjunction with
other corporate business, and the Corporation will be rebranded as
CBi2 Capital, a public merchant bank that will create a
diversified portfolio of high growth, early stage, cannabis focused
investment opportunities.
Target confirms that it intends to conduct the previously
announced rights offering (the "Rights Offering") by way of
a rights offering circular which will be mailed to all shareholders
as of the record date for such offering (the "Record Date").
Pursuant to the Rights Offering, each holder of Common Shares as of
the Record Date, including Common Shares issued under the Private
Placement, will be issued one right ("Right") for each
Common Share held on the Record Date. Each four Rights shall
entitle the holder to acquire, for an exercise price of
$0.06: (i) one Common Share; and (ii)
one half of one Warrant at or before the expiry time of the Rights
Offering, following which all outstanding Rights shall terminate
and expire. The Rights Offering is subject to applicable regulatory
approval, including the TSXV and the CSE.
About Target
Target is a Calgary, Alberta
based company engaged in making strategic investments in private
companies, including small start‐up operations and land development
corporations. The Common Shares are listed on the TSXV and
the CSE under the trading symbol "TCI". Concurrent with closing of
the recapitalization transaction and the appointment of the New
Management Team, Target will execute on a cannabis-focused
investment strategy, developing and managing a diversified
portfolio of predominantly early stage cannabis investment
opportunities. The recapitalized corporate structure will allow
Target to explore and invest in a number of strategic investment
opportunities in the medical and recreational cannabis industry and
in businesses offering ancillary supportive products and services.
Upon receipt of shareholder approval, Target will change its name
to "CBi2 Capital Corp.".
Forward-Looking and Cautionary Statements
This news release may include forward-looking statements
including opinions, assumptions, estimates, and, more particularly,
statements concerning: Target's new corporate strategy and plans
and the ability to exercise thereon; the completion of the Private
Placement and the Rights Offering; and the number of securities
issued by way of the Private Placement and the Rights
Offering.
When used in this document, the words "will," "anticipate,"
"believe," "estimate," "expect," "intent," "may," "project,"
"should," and similar expressions are intended to be among the
statements that identify forward-looking statements.
The forward-looking statements are founded on the basis of
expectations and assumptions made by Target which include, but are
not limited to, the timing of the receipt of the required,
regulatory and third party approvals, as well as the satisfaction
of other conditions pertaining to the completion of the Private
Placement and the Rights Offering.
Forward-looking statements are subject to a wide range of
risks and uncertainties, and although Target believes that the
expectations represented by such forward-looking statements are
reasonable, there can be no assurance that such expectations will
be realized.
Any number of important factors could cause actual results to
differ materially from those in the forward-looking statements
including, but not limited to: regulatory and third party approvals
not being obtained in the manner or timing anticipated; the ability
to implement corporate strategies; the state of domestic capital
markets; the ability to obtain financing; changes in general market
conditions; industry conditions and events; the size of the
medical marijuana market and the recreational marijuana market;
government regulations, including future legislative and regulatory
developments involving medical and recreational marijuana;
competition from other industry participants; and other factors
more fully described from time to time in the reports and filings
made by Target with securities regulatory authorities.
Except as required by applicable laws, Target does not
undertake any obligation to publicly update or revise any
forward-looking statements.
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 news release.
SOURCE Target Capital Inc.
