In the news release, Hadley Oversubscribes on Non-Brokered Financing of $11,271,675.00 and Proceeds with Execution of Formal Property Purchase Agreement Relating to SpeakEasy, issued 06-Nov-2017 by Hadley Mining Inc. over Cision, we are advised by the company that the date referenced in the second paragraph should read "August 4, 2017" rather than "August 4, 2016". Additionally, the third paragraph in the "Additional Information and Updates" section should read: "The Company is hopeful to complete the Transaction prior to December 31, 2017" rather than, "The Company is hopeful to complete the Transaction prior to December 31, 2018" as originally issued inadvertently. The complete, corrected release follows:
Hadley Oversubscribes on Non-Brokered Financing of $11,271,675.00 and Proceeds with Execution of Formal Property Purchase Agreement Relating to SpeakEasy
/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, Nov. 6, 2017 /CNW/ - Hadley Mining Inc. (CSE: HM) (the "Company") is pleased to announce that, further to its press releases dated June 23, 2017 and August 15, 2017 relating the Company's proposed acquisition of a private entity ("SpeakEasy") holding an application for a license under Access to Cannabis for Medical Purposes Regulations (Canada), the Company has now entered into a formal property purchase agreement under which it will acquire the 290 acre property to which the SpeakEasy's ACMRP license application relates (the "Property") for aggregate consideration of $2,000,000 payable in cash. The landowners are a private B.C. company affiliated to SpeakEasy.
As previously announced, the Company will, pursuant to a share exchange agreement dated August 4, 2017 (the "SPA") concurrently acquire 100 percent of the issued and outstanding securities of SpeakEasy in consideration of the issuance of twelve million common shares to the shareholders of the SpeakEasy along with the Property (the "Transaction").
Further to the Company's August 15, 2017 press release, the Company has now completed its non-brokered offering of units at a price of $0.50 per unit (each a "Unit"). An aggregate of 22,543,350 units were sold generating gross proceeds of $11,271,675.00 (the "Financing").
Each Unit comprised one common share and one-half of one common share purchase warrant. Each full warrant (a "Warrant") entitles the holder to purchase an additional common share at the price of $1.00 per share for one year from date of the Financing close. In the event that the closing price of the Company's common shares is at or above $1.50 per share for a period of 10 consecutive trading dates, the Company will have the option to provide notice to the warrant holders in writing or via press release to accelerate the expiry date of the warrants to a date that is 30 days following the date such notice is provided.
The Company paid cash commissions of 7% of gross proceeds received and broker warrants equal in number to 7% the number of Units sold, payable to registrants. Each broker warrant shall have the same terms as the Warrants.
The net proceeds from the Financing will be used for the development of the Company's proposed business following its acquisition of SpeakEasy and for general working capital purposes.
The securities issued pursuant to the Financing bear a "hold period" in accordance with applicable securities laws expiring four months and one day from date of the Financing close.
SpeakEasy is a privately held federal company that has submitted an application for a license to produce under the Access to Cannabis for Medical Purposes Regulations (Canada). SpeakEasy has successfully advanced past the review stage and is currently in the issuance of license to produce stage of the licencing process. When the application is approved by Health Canada and a license to cultivate is granted, the Company will issue a further six million shares to Marc Geen and one million shares to Anthony Jackson. Additionally when the sales license is granted by Health Canada the Company will issue four million shares to Marc Geen.
SpeakEasy's fully built 12,000 square foot facility is located on 290 acres in the Agricultural Land Reserve in Rock Creek, British Columbia. The current facility has a production capacity of 1,100 kg and includes a security level nine vault.
On June 16, 2017 SpeakEasy responded to Health Canada's request for updates by requesting for an inspection as the production facility is 100% completed and ready to produce.
Upon completion of the Transaction, SpeakEasy will begin a 22,000 square foot phase two expansion that will be capable of producing more than 4,000 kg annually.
Additional Information and Updates
Since the execution of the SPA, the Company has been working towards the completion of a Listing Statement regarding the Transaction and SpeakEasy, among other matters, as required pursuant to the policies of the Canadian Securities Exchange ("CSE"). The Listing Statement will be utilized by the Company to seek written shareholder approval of holders at least 50% plus 1 of the issued and outstanding shares of the Company. The Listing Statement requires the completion of audited financial statements for SpeakEasy which audit is underway and are expected to be completed shortly.
The completion of the Listing Statement is a key component for the receipt of conditional approval for the Amalgamation from the CSE. At such time as the Company receives a conditional approval for the Amalgamation, the Company will provide a further update.
The Company is hopeful to complete the Transaction prior to December 31, 2017.
Further details concerning the Transaction, SpeakEasy and the Financing, as well as other matters, will be announced and incorporated into a listing statement concerning the Transaction. Trading in the common shares of the Company is expected to remain halted pending satisfaction of applicable requirements of the CSE. There can be no assurance that trading in the common shares of the Company will resume prior to completion of the Transaction.
A finder's fee of 1,000,000 common shares is expected to be paid in connection with the Transaction to an arm's length party.
Marc Geen, a founder, President and a director of SpeakEasy shall be appointed to the Board of Directors of the Resulting Issuer and as its President and CEO and Merv Geen, a founder and director of SpeakEasy will be appointed as the chairman of the Board of Directors. The other members of the Board of Directors of the Resulting Issuer will be Alexander Kaulins, Anthony Jackson, who will also be appointed as CFO and Jeremy Ross, who will act as corporate secretary.
Upon completion of the Transaction, the Company intends to change its name to "SpeakEasy Cannabis Club Ltd." or such other name as the parties may agree.
For further information regarding the Company, see the Company's disclosure documents on SEDAR atwww.sedar.com
ON BEHALF OF HADLEY MINING INC.
(signed) "Quinn Field-Dyte" Chief Executive Officer
Not for distribution to United States wire services or dissemination in the United States. 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 or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Certain statements included in this press release constitute forward-looking information or statements (collectively, "forward-looking statements"), including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", "may", "should" and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors.
Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of the Company that may be issued in connection with the Transaction, the ownership of the Company, and the parties' ability to satisfy any and all other closing conditions, and receive necessary regulatory and CSE approvals in connection therewith, are all forward-looking information.
Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company's forward-looking statements.
Neither the Canadian Securities Exchange (the "CSE") nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Hadley Mining Inc.
For further information: please contact: Hadley Mining Inc., Telephone: 604-283-1722