/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S./
TORONTO, Nov. 7, 2017 /CNW/ - Adent Capital Corp. ("Adent") (NEX: ANT.H) and Khiron Life Sciences Corp. ("Khiron") are pleased to announce that Khiron has engaged Cannaccord Genuity Corp. (the "Lead Agent") to act as lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents including Eight Capital, in connection with a brokered best efforts private placement offering of subscription receipts (each, a "Subscription Receipt") at a price of $1.00 per Subscription Receipt (the "Issue Price"), subject to the rules of and approval by the TSX Venture Exchange Inc. ("TSXV"), for minimum gross proceeds of $6,000,000 (the "Offering"). The Offering is being completed in connection with the proposed business combination (the "Proposed Transaction") between Adent and Khiron previously announced in a press release of Adent dated October 26, 2017.
Each Subscription Receipt shall entitle the holder thereof to receive, upon satisfaction of the escrow release conditions on or before the escrow release deadline, including all conditions precedent to the Proposed Transaction being satisfied, and without payment of additional consideration therefor, one unit of Khiron (each, a "Unit") consisting of one (1) common share in the capital of Khiron (each, an "Underlying Share") and one-half (1/2) of one common share purchase warrant (each whole warrant, an "Underlying Warrant"), with each Underlying Warrant being exercisable into one (1) common share in the capital of Khiron for a period of 24 months from the listing date at a price of $1.20, subject to adjustment and acceleration. Concurrent with the completion of the Proposed Transaction, each Underlying Share and Underlying Warrant will be exchanged on an equivalent basis, without further consideration, for common shares in the capital of Adent (the "Resulting Issuer") (each, a "Resulting Issuer Share") and warrants to purchase Resulting Issuer Shares. Should the escrow release conditions not be satisfied, the Subscription Receipts will be cancelled and all proceeds from the sale of Subscription Receipts will be returned to subscribers.
In connection with the Offering the Lead Agent will receive a cash commission equal to 7.0% of the gross proceeds of the Offering (the "Offering Fee") and compensation options ("Compensation Options") equal to 7.0% of the number of Subscription Receipts sold under the Offering, with each Compensation Option being exercisable into a Unit, at the Issue Price and for a period of 24 months from the listing date. 50% of the Offering Fee shall be paid to the Lead Agent on closing of the Offering and the remaining 50% (plus any pro rata portion of accrued interest earned thereon) shall be paid out of the escrowed funds upon satisfaction of the escrow release conditions.
Upon completion of the Proposed Transaction, the proceeds of the Offering will be used to further develop the business of the Resulting Issuer and for general working capital purposes. Closing of the Offering is scheduled for November 23, 2017, or such other date as the Lead Agent and Khiron may agree.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Khiron Life Sciences Corp. is a Canadian integrated medical cannabis company with its core operations in Colombia. Khiron combines leading international scientific expertise, agricultural advantages, and branded product market entrance experience to address the unmet medical needs in a market of over 620 million people in Latin America.
Khiron has received the first licences to be issued in Colombia for high and low tetrahydrocannabinol ("THC") medical cannabis. Khiron is now in receipt of all licences required for the cultivation, production, domestic distribution, and international export of both THC and cannabidiol ("CBD") medical cannabis. Khiron is well positioned to continue the expansion of its business plan throughout Latin America, and commence cultivation of medicinal grade cannabis on its 7 hectares of approved lands with an additional 13 hectares under option in Colombia.
Adent Capital Corp. is a capital pool company formed under the TSXV capital pool company program.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of a consolidation of the common shares of Adent and the Offering, execution of a definitive agreement in respect of the Proposed Transaction, TSXV acceptance and, if applicable, pursuant to policies of the TSXV, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed, or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Adent should be considered highly speculative.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
This news release contains "forward-looking information" within the meaning of applicable securities laws including statements regarding the terms and conditions of the Proposed Transaction and the Offering, as well as information relating to Khiron. The information about Khiron contained in the press release has not been independently verified by Adent. Although Adent believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Adent can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Proposed Transaction and the Offering; that the ultimate terms of the Proposed Transaction and the Offering will differ from those that currently are contemplated; and that the Proposed Transaction and the Offering will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Proposed Transaction may change based on Adent's due diligence and the receipt of tax, corporate and securities law advice for both Adent and Khiron. The statements in this press release are made as of the date of this release. Adent undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of Adent, Khiron, their securities, or their respective financial or operating results (as applicable).
SOURCE Khiron Life Sciences Corp.
For further information: For additional information on Adent: Anthony Viele, Chief Executive Officer, Direct: +1 (416) 459 9979, Email: firstname.lastname@example.org; For additional information on Khiron: Alvaro Torres, Chief Executive Officer, Direct: +57 (320) 4950326, Email: email@example.com; Darren Collins, Chief Financial Officer, Direct: +1 (705) 527 3564, Email: firstname.lastname@example.org; Further information can be accessed via www.khiron.ca