Mr. Dennis Fong reports
OWNERSHIP OF RAYMOND LEACH IN MEDRELEAF CORP.
Medreleaf Corp. closed today its initial public offering and secondary offering pursuant to the final prospectus of Medreleaf dated May 30, 2017, and an underwriting agreement entered into among Medreleaf and certain selling shareholders, namely Zola Finance Inc., MENA Investment Network Inc., AJA Holdings 2013 Inc., Rayray Investments Inc., Tikun Olam Ltd., Baronford Heights Ltd., Eva Fashion Ltd., MedMen Opportunity Fund LP and Neil Closner, and GMP Securities LP as co-lead underwriter and sole bookrunner, Clarus Securities Inc. as co-lead underwriter, Canaccord Genuity Corp., Cowen and Company LLC, Eight Capital, and PI Financial Corp.
Following a capital reorganization of Medreleaf that was completed prior to, and in connection with, the closing of the initial public offering and described in the prospectus, immediately prior to the closing of the IPO, Raymond Leach owned and controlled, indirectly through Rayray Investments Inc., 12,509,479 common shares, representing approximately 15.3 per cent of the issued and outstanding common shares.
In connection with the closing of the IPO, Medreleaf issued and sold 8,494,742 common shares from treasury, and the selling shareholders sold an aggregate of 2,105,258 common shares, of which 342,322 common shares were sold by Rayray, all at a price of $9.50 per common share (for gross proceeds to Rayray of $3,252,059). Immediately after the closing of the IPO, Mr. Leach owned and controlled, indirectly through Rayray, 12,167,157 common shares, representing approximately 13.5 per cent of the issued and outstanding common shares.
In addition, Medreleaf and the selling shareholders granted an overallotment option to the underwriters pursuant to the underwriting agreement, exercisable for 30 days following closing. If the overallotment option is exercised in full, Medreleaf will issue and sell an additional 642,630 common shares, and the selling shareholders will sell an additional aggregate of 947,370 common shares, of which 76,072 common shares will be sold by Rayray, all at a price of $9.50 per common share (for gross proceeds to Rayray of $722,684), and Mr. Leach will own and control, indirectly through Rayray, 12,091,085 common shares, representing approximately 13.3 per cent of the issued and outstanding common shares.
Except as set out in this press release, Mr. Leach intends to hold the common shares owned and controlled by him for investment purposes. Mr. Leach will evaluate his investment in Medreleaf from time to time and, except as provided herein, may, based on such evaluation, market conditions and other circumstances, acquire further common shares or other securities of Medreleaf or dispose of his holdings of securities of Medreleaf.
In connection with the initial public offering, Rayray entered into a lock-up agreement with GMP pursuant to which Rayray agreed, subject to certain exceptions, not to directly or indirectly offer, sell or otherwise dispose of, without the prior consent of GMP (on behalf of the underwriters), any securities of Medreleaf for a period of: (a) 180 days following closing, with respect to one-half of the securities of Medreleaf held by Rayray; and (b) one year following closing, with respect to the remaining securities of Medreleaf held by Rayray.
For further information, please refer to the prospectus and the underwriting agreement, which are filed on Medreleaf's SEDAR profile.
This press release is issued pursuant to National Instrument 62-103 (the early warning system and related takeover bid and insider reporting issues) in connection with the filing of an early warning report. For further information, or to obtain a copy of the early warning report filed in connection with this press release, please contact Dennis Fong at 416-283-9930.
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