Delta 9 Announces Public Offering of Convertible Debenture Units
WINNIPEG, MB, June 17, 2019 – Delta 9 Cannabis Inc. (“Delta 9” or the “Company”) (TSXV: NINE) (OTCQX: VRNDF) is pleased to announce that it has filed and been receipted for a preliminary short form prospectus (the “Preliminary Prospectus”) with the securities regulatory authorities in all provinces of Canada (except Québec) in connection with a proposed marketed public offering (the “Offering”) of convertible debenture units (each, a “Convertible Debenture Unit”) at a price of $1,000 per Convertible Debenture Unit. The Offering is being co- led by Mackie Research Capital Corporation, as sole bookrunner, and Canaccord Genuity Corp. as co-lead agents (collectively, the “Agents”).
Delta 9 will grant the Agents an option (the “Over-Allotment Option”) to cover over-allotments and for market stabilization purposes, exercisable at any time up to 30 days subsequent to the closing of the Offering, to increase the size of the Offering by up to 15%. The Over-Allotment Option will be comprised of Convertible Debenture Units and/or the components thereof on the same terms and conditions of the Offering, exercisable in whole or in part.
Each Convertible Debenture Unit will consist of one 8.5% unsecured convertible debenture (the "Convertible Debentures") and 826 common share purchase warrants of the Company (the "Warrants"). Each Warrant shall entitle the holder thereof to purchase one common share in the capital of the Company a (“Common Share”) at an exercise price of $1.33 (the “Exercise Price”) at any time up to 36 months following Closing of the Offering. Provided that if, at any time prior to the expiry date of the Warrants, the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (“TSXV”) is greater than $2.33 for 20 consecutive trading days, the Company may, within 15 days of the occurrence of such event, deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice (the “Accelerated Exercise Period”). Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.
The Convertible Debentures shall bear interest at a rate of 8.5% per annum from the date of issue, payable semi-annually in arrears on the last day of June and December in each year and will mature 36 months from the date of issuance (the “Maturity Date”). The principal amount of each Convertible Debenture (the “Principal Amount”) shall be convertible, for no additional consideration, into Common Shares at the option of the holder at any time prior to the earlier of: (i) the close of business on the Maturity Date, and (ii) the business day immediately preceding the date specified by the Company for redemption of the Convertible Debentures upon a change of control at a conversion price equal to $1.21 (the “Conversion Price”).
The net proceeds received by Delta 9 from the Offering are intended to be used for the working capital requirement and other general corporate purposes.
Delta 9 will use commercially reasonable efforts to obtain the necessary approvals to list the Convertible Debentures, Warrants, and the Common Shares issuable upon conversion of the Convertible Debentures and the exercise of the Warrants on the TSXV.
Upon a change of control of the Company, holders of the Convertible Debentures will have the right to require the Company to repurchase their Convertible Debentures, in whole or in part, on the date that is 30 days following the giving of notice of the change of Control, at a price equal to 104% of the principal amount of the Convertible Debentures then outstanding plus accrued and unpaid interest thereon (the “Offer Price”). If 90% or more of the principal amount of the Convertible Debentures outstanding on the date of the notice of the change of Control have been tendered for redemption, the Company will have the right to redeem all of the remaining Convertible Debentures at the Offer Price.
The Offering is being made pursuant to a short-form prospectus filed in each of the provinces of Canada (except Québec), and otherwise by private placement exemption in those jurisdictions where the Offering can lawfully be made, including the United States. The Convertible Debenture Units (and the Convertible Debentures and the Warrants forming part of the Convertible Debenture Units) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold in the United States, to or for the account or benefit of, persons in the United States or U.S. Persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and in accordance with applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Convertible Debenture Units in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The closing of the Offering is currently expected to be on or about [•], 2019 and is subject to certain conditions including, but not limited to the execution of an agency agreement and the receipt of all necessary regulatory approvals including the approval of the TSXV.
About Delta 9:
Delta 9 Cannabis is a vertically integrated cannabis company focused on bringing the highest quality cannabis products to market. Delta 9's wholly-owned subsidiary, Delta 9 Bio-Tech Inc., is a licensed producer of medical marijuana pursuant to the ACMPR and operates an 80,000 square foot production facility in Winnipeg, Manitoba, Canada. Delta 9 owns and operates a chain of retail stores under the Delta 9 Cannabis Store brand. Delta 9's shares trade on the TSX Venture Exchange under the symbol "NINE" and on the OTC under the symbol VRNDF.
For more information, please visit delta9.ca.
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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 release.
Disclaimer for Forward Looking Information
Certain statements in this release are forward-looking statements, which reflect the expectations of management regarding the Company’s future business plans and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are urged to consider these factors carefully in evaluating the forward-looking statements contained in this news release and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements. These forward-looking statements are made as of the date hereof and the Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws.