/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Jan. 17, 2018 /CNW/ - Cannabis Growth Opportunity Corporation (the "Corporation") is pleased to announce that it has filed a final prospectus (the "Prospectus") in respect of an initial public offering (the "Offering") of up to $75,000,000 of units of the Corporation (the "Units") at a purchase price of $2.50 per Unit. Each Unit consists of one common share (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant") in the capital of the Corporation. The Units issued pursuant to the Offering will separate into Common Shares and Warrants immediately after closing of the Offering. Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $2.50, subject to adjustment, on or prior to 5:00 p.m. (Toronto time) on the date that is the earlier of (i) 24 months following the closing of the Offering, and (ii) the date specified in any warrant acceleration notice delivered by the Corporation as described in greater detail in the Prospectus. The Offering is expected to close on or around January 26, 2018.
The Corporation's investment objectives are to provide holders of Common Shares long-term total return through capital appreciation by investing in an actively managed portfolio ("Portfolio") of securities of public and private companies operating in, or that derive a significant portion of their revenue or earnings from, products or services related to the cannabis industry.
The Corporation will be invested primarily in publicly traded equity securities (the "Public Portfolio"), but may also invest up to 40% (determined at the time of investment) of the Corporation's total assets in private equity investments (the "Private Portfolio"). The Portfolio composition will vary over time depending on the Corporation's and the Investment Manager's (as defined herein) assessment of overall market conditions, opportunities and outlook including the allocation between the Public Portfolio and the Private Portfolio which will be determined by the Corporation. Generally, however, the Corporation will seek to invest approximately 60% of its total assets in the Public Portfolio and 40% of its total assets in the Private Portfolio.
CGOC Management Corp. is the manager and promoter of the Corporation. StoneCastle Investment Management Inc. will act as the Corporation's investment manager (the "Investment Manager") with respect to the Public Portfolio. The syndicate of agents for the offering is being led by Eight Capital and includes Canaccord Genuity Corp., Haywood Securities Inc., Mackie Research Capital Corporation, Beacon Securities Limited, PI Financial Corp. and Velocity Trade Capital Ltd. (collectively, the "Agents").
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of the Corporation in the United States, nor shall there be any sale of the securities of the Corporation in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.
A final prospectus containing important information relating to the Units being offered has been filed with the securities regulatory authorities in each of provinces and territories of Canada except Québec. Copies of the prospectus may be obtained from any of the Agents. Investors should read the prospectus before making an investment decision.
This news release contains statements that include forward-looking information within the meaning of Canadian securities laws. These forward-looking statements reflect the current expectations of the Corporation and the Manager regarding future events, including statements concerning the Corporation's investment objectives and investment strategy. In some cases, forward-looking statements can be identified by terms such as "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "seek", "aim", "estimate", "target", "project", "predict", "forecast", "potential", "continue", "likely", "schedule", or the negative thereof or other similar expressions concerning matters that are not historical facts.
Material factors and assumptions used by management of the Corporation to develop the forward-looking information include, but are not limited to, general economic, financial market, regulatory and political conditions in which the Corporation operates will continue to improve; the Corporation will be able to compete in the industry; the Corporation will be able to make investments on suitable terms; issuers in the Portfolio will be able to meet their objectives and financial estimates and that the risk factors noted below, collectively, do not have a material impact on the Corporation. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect.
Although management believes the expectations reflected in such forward-looking statements are reasonable and represent the Corporation's internal projections, expectations and beliefs at this time, such statements involve known and unknown risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities may not be achieved. A variety of factors, many of which are beyond the Corporation's control, could cause actual results in future periods to differ materially from current expectations of estimated or anticipated events or results expressed or implied by such forward-looking statements. Such factors include the risks identified in the preliminary prospectus, including under the heading "Risk Factors" therein, as well as, among other things, risks relating to medical cannabis; risks relating to risk and timing of legalization of recreational cannabis; regulatory risks; and risks relating to the performance of the Portfolio issuers. Readers are cautioned against placing undue reliance on forward-looking statements. Except as required by applicable Canadian securities laws, the Corporation undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
SOURCE Cannabis Growth Opportunity Corporation
For further information: Paul Andersen, Chief Financial Officer, Cannabis Growth Opportunity Corporation, 416-947-0464 Ext. 224, [email protected]