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C21 Investments reduces private placement

2018-12-14 09:30 ET - News Release

Ms. Keturah Nathe reports

C21 INVESTMENTS AMENDS PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

Based on its reduced cash requirements to complete the restructured acquisition of Silver State Relief and Silver State Cultivation, as announced Dec. 12, 2018, C21 Investments Inc. has reduced and amended the terms of its brokered syndicated private placement offering led by Industrial Alliance Securities Inc., with Canaccord Genuity Corp. and Sprott Capital Partners as syndicate members, as announced Nov. 8, 2018, to the sale of up to a maximum of 10,000 units of C21 at a price of $1,000 per unit for gross proceeds of a minimum of $5-million and up to a maximum of $10-million.

Each unit consists of one $1,000-principal-amount 10 per cent unsecured convertible debenture and one-half of one non-transferable debenture warrant. Each warrant will entitle the holder thereof to purchase, for a period of 24 months from the date of issue, one additional $1,000 principal amount 10 per cent unsecured convertible debenture at an exercise price of $1,000 per warrant debenture. The debentures are convertible to common shares of C21 at a price of 80 cents per common share. The warrant debentures are convertible into common shares of C21 at a price of 90 cents per common share. The debentures and warrant debentures will mature two years from the date of issuance of the debentures.

Net proceeds from the offering are intended to be used primarily to complete previously announced acquisitions in the United States and to upgrade and expand the acquired businesses.

In consideration of the services rendered by the agents in connection with the offering, C21 has agreed to pay the agents on the closing of the offering an aggregate cash fee equal to: (a) 6 per cent of the gross proceeds of the offering resulting from the sale of units to purchasers (other than purchasers identified on a mutually agreed upon subscriber list (the president list)); and (b) 3 per cent of the gross proceeds of the offering resulting from the sale of units to purchasers on the president list. In addition, C21 has agreed to issue to the agents warrants for the purchase of debentures in a number equal to: (a) 6 per cent of the number of units sold to purchasers (other than to purchasers on the president list); and (b) 3 per cent of the number of units sold to purchases on the president list

Closing of the offering is expected to occur on Dec. 21, 2018, or such other date as the lead agent and the company may agree. The closing of the offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the Canadian Securities Exchange.

About C21 Investments Inc.

C21 Investments is a vertically integrated cannabis company that cultivates, processes and distributes quality cannabis and hemp-derived consumer products in the United States. The company owns Eco Firma Farms in Oregon and has definitive agreements in place that are expected to close prior to the company's year-end of Jan. 31, 2019, to acquire Silver State, Phantom Farms, Pure Green and Swell in Oregon as well as letters of intent to acquire and expected to also close prior to year-end with two dispensaries in Oregon.

We seek Safe Harbor.

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