CALGARY, Sept. 24, 2018 /CNW/ - Top Strike Resources
Corp. (the "Corporation") (CSE: VENI) is pleased to
announce: (i) the completion of an initial tranche of its
previously announced non-brokered private placement of units
("Units") of the Corporation for gross proceeds of
$5.6 million (the "Private
Placement"); (ii) the completion of an initial tranche of its
previously announced non-brokered private placement of insider
units ("Insider Units") of the Corporation for additional
gross proceeds of $1.6 million (the
"Insider Private Placement", and together with the Private
Placement, the "Private Placements"); (iii) the resignation
of the current board of directors and management team of the
Corporation and the concurrent appointment of a new management team
(the "New Management Team") and board of directors (the
"New Board"); and (iv) the delisting of the common shares of
the Corporation ("Common Shares") from the NEX Board of the
TSX Venture Exchange and the concurrent listing of the Common
Shares on the facilities of the Canadian Securities Exchange (the
"CSE") (collectively, the "Transactions"). The Common
Shares commenced trading under the ticker symbol "VENI" on
the CSE today.
The Transactions have transitioned the Corporation from an oil
and gas issuer to a merchant capital firm, rebranded as "Vencanna
Ventures Inc.". The recapitalized Corporation aims to be a go-to
capital provider for early-stage global cannabis initiatives with
an emphasis on state compliant opportunities in limited licensed
jurisdictions in the United States. We look to provide
investors with a diversified, high-growth, cannabis investment
strategy through strategic investments focused through-out the
value chain (cultivation, processing and distribution, and
including ancillary businesses). A listing statement dated
September 20, 2018 (the "Listing
Statement") with information about the Corporation and the
Transactions, prepared in accordance with the policies of the CSE,
is available under the Corporation's profile on SEDAR at
www.sedar.com.
Private Placement and Insider Private Placement
Pursuant to the initial tranches of the Private Placements, the
Corporation raised aggregate gross proceeds of $7.2 million. In order to capitalize on further
demand, the New Management Team expects to complete second tranches
of the Private Placement and the Insider Private Placement on or
before October 12, 2018.
Pursuant to the Private Placement, the Corporation issued to
subscribers an aggregate of 93,169,642 Units at a price of
$0.06 per Unit for aggregate gross
proceeds of $5.6 million. Each
Unit is comprised of one Common Share and one-half of one Common
Share purchase warrant (a "Warrant"). Each Warrant
entitles the holder thereof to purchase one Common Share at a price
of $0.09 per Common Share until
September 24, 2021. Provided that the
average trading price of the Common Shares is equal to or exceeds
$0.14 for any consecutive 20-day
trading period following September 24,
2019, the Corporation will be entitled to accelerate the
expiry date of the Warrants.
Pursuant to the Insider Private Placement, the Corporation
issued to the New Management, together with additional subscribers
identified by the New Management, an aggregate of 31,497,766
Insider Units at a price of $0.05 per
Insider Unit for aggregate gross proceeds of $1.6 million, representing an upsize of
$0.1 million from the previous
announcement. Each Insider Unit is comprised of one Common
Share and one Common Share purchase warrant (an "Insider
Warrant"). Each Insider Warrant entitles the holder
thereof to purchase one Common Share at a price of $0.06 per Common Share until September 24, 2023, provided that if the Common
Shares are either: (i) listed on the facilities of a stock exchange
other than the CSE; or (ii) acquired for cash or for the securities
of a public company not listed on the facilities of the CSE, then
each Insider Warrant shall be exercisable for two Common Shares at
a price of $0.06 per Common
Share.
Pursuant to applicable securities laws, all securities issued
pursuant to the Private Placements are subject to a hold period
until January 25, 2019.
Following completion of the Transactions, and after taking into
account transaction and financing costs, the recapitalized
Corporation has a net cash position of approximately $6.5 million. The New Management Team intends to
use the net proceeds from the Private Placements to execute on an
international cannabis-focused investment strategy with an emphasis
on state compliant opportunities in the United States. Please
refer to the Listing Statement for additional details about the
Corporation's new corporate strategy.
New Management Team and New Board
Contemporaneous with the closing of the Private Placement, the
previously announced appointment of the New Management Team and New
Board was completed and the former board of directors and
management team of the Corporation resigned. The New Management
Team is led by David McGorman as
Chief Executive Officer and a director, Jon
Sharun, as Executive Director and a director, Jason Ewasuik as Vice President, Originations
and Mike Tanasichuk as Chief
Financial Officer, with Sony Gill serving as Corporate Secretary.
Joining Messrs. McGorman and Sharun on the New Board are
Matt Christopherson, Alan Gertner, Dr. Inbar Maymon-Pomeranchik and
W. Scott McGregor. Trent Woloveck will serve on the advisory board
of the Corporation.
The New Management Team has been extremely active in the legal
cannabis sector; actively investing in Canada and the
United States and having developed a deep network of
contacts within the legal cannabis sector in North America and Europe. The New Management Team has
significant investment banking and direct investing experience, and
are skilled at identifying, evaluating and adding value to start-up
companies.
The members of the New Board have strong track records,
distinguished careers and have held prominent lead positions within
a range of successful companies, including in the cannabis sector.
Their combined experience and expertise will provide the New
Management Team with invaluable advice, guidance and
mentorship.
The Corporation also announces that, pursuant to the terms and
conditions of its stock option plan, it has granted an aggregate of
12,466,740 stock options to purchase Common Shares to the New
Management Team, New Board and employees of the Corporation. The
options expire five years from the date of grant and are
exercisable at a price of $0.06 per
Common Share. The options vest as to one third on the grant date
and one third on each of the first and second anniversaries of the
grant date.
About the Corporation
The Corporation's recapitalized corporate structure will allow
the Corporation to execute on its international cannabis-focused
investment strategy as "Vencanna Ventures Inc.".
It is anticipated that the shareholders of the Corporation will
be asked to approve a change of the Corporation's name to "Vencanna
Ventures Inc." at a special meeting called for such purpose.
Further information on the Corporation and the Transactions are
provided in the Listing Statement which has been filed on
SEDAR.
Forward-Looking Statements
This news release may include forward-looking statements
including opinions, assumptions, estimates, the New Management
Team's assessment of future plans and investment strategy, and,
more particularly, statements concerning the completion of the
Private Placements, future tranches of the Private Placements, the
business plan of the Corporation, the anticipated benefits thereof
and the value expected to be provided by the New Management Team to
investors in the Corporation, the proposed change of name of the
Corporation and use of proceeds of the Private Placements,
including future global cannabis investments. 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 the
Corporation which include, but are not limited to, the timing of
the receipt of the required regulatory and third party approvals,
the future operations of, and transactions completed by, the
Corporation as well as the satisfaction of other conditions
pertaining to the completion of the Private Placements.
Forward-looking statements are subject to a wide range of risks and
uncertainties, and although the Corporation 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 by the
Corporation, changes to global cannabis laws, how the developing
U.S. legal regime will impact the cannabis industry, the ability to
implement corporate strategies and the Corporation's investment
strategy, the state of domestic capital markets, the ability to
obtain financing, changes in general market conditions and other
factors more fully described from time to time in the reports and
filings made by the Corporation with securities regulatory
authorities. Additional information regarding other risks and
uncertainties relating to the Corporation are contained under the
heading "Risk Factors" in the Listing Statement dated September 20, 2018, filed on SEDAR at
www.sedar.com.
Except as required by applicable laws, the Corporation does
not undertake any obligation to publicly update or revise any
forward-looking statements.
Investors are cautioned that, except as disclosed in the
Listing Statement, any information released or received with
respect to the Transactions may not be accurate or complete and
should not be relied upon.
Neither the Canadian Securities Exchange nor its Market
Regulator (as that term is defined in the policies of the Canadian
Securities Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
SOURCE Top Strike Resources Corp.