Private Placement Closes
VANCOUVER, British Columbia, April 18, 2018 (GLOBE NEWSWIRE) -- Wildflower Marijuana Inc. (CSE:SUN) (FWB:RSP) (“Wildflower” or the "Company") has amended its previously announced financing on March 19, 2018 related to the acquisition of 16 cannabis license in the state of California. The Company will complete a private placement of units (“Units”) at a price of C$1.30 per Unit for aggregate gross proceeds of $4,263,686. Each Unit shall consist of one common share of the Issuer and one half of one share purchase warrant (“Warrant”). Each whole Warrant will entitle the holder to acquire one common share of the Company at a price of $2.50 for a period of 12 months following the closing date of the private placement. Once resale restrictions on the Shares having expired and upon Company’s shares trading at or above a weighted average trading price of $3.50 for 20 consecutive trading days, Wildflower may give notice that the Warrants will expire 30 days from the date of providing such notice (in writing to Warrant holders and via a news release).
In addition, the Company will complete a convertible debenture financing in the amount of $2.5M. The debenture will have a maturity date of two years from the closing date of the Offering (the "Maturity Date") and will bear interest from the date of closing at 8.5% per annum, payable semi-annually on June 30 and December 31 of each year. The Convertible Debentures will be convertible, at the option of the holder, into units of the Company at any time prior to the close of business on the last business day immediately preceding the Maturity Date at a conversion price of $1.30 per unit (the "Conversion Price"). Each unit will be comprised of one common share and one half of one share purchase warrant with each warrant entitling the holder to purchase one common share at a price of $2.50 for a period of 2 years from the date of issue of the Convertible Debentures. The Company may force the conversion of the principal amount of the then outstanding Convertible Debentures at the Conversion Price on not less than 30 days' notice should the daily volume weighted average trading price of the Common Shares be greater than $3.50 for any 20 consecutive trading days.
The above mentioned financings have been fully subscribed and will close this week. Total commissions payable pursuant to the financings amount to $77,833 and 31,000 broker warrants exercisable at $2.50 for a period of two years.
The proceeds will be used for the acquisition of the California cannabis licenses including an operating dispensary and the property in Los Angeles. All securities issued pursuant to the placement will be subject to a hold period of four months and one day from the date of closing.
About Wildflower Marijuana Inc.
Wildflower is a cannabis company focused on developing and designing branded cannabis products. Wildflower sells its CBD+ products online and to retailers throughout the US and also produces and markets its THC products in regulated cannabis jurisdictions.
On Behalf of the Board of Directors
“William MacLean”
____________________________________
William MacLean
Director and CEO
THIS NEWS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.
Cautionary and Forward-Looking Statements
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. Forward‐looking statements and information are often, but not always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the marijuana industry in general such as operational risks in growing; competition; incorrect assessment of the value and potential benefits of various transactions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and government regulations. Accordingly, readers should not place undue reliance on the forward‐looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Canadian Securities Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
The Canadian Securities Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release.
400-1505 West 2nd Ave,
Vancouver, B.C., V6H 3Y4
Tel: (604) 559-0420
www.wildflower.ca
info@wildflower.ca