Creation Capital Completes $8.4 Million Subscription Receipt Financing
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TSX-V: CRN.P
VANCOUVER, May 30, 2019 /CNW/ - Creation Capital Corp. (TSX-V: CRN.P) (the "Company"), a capital pool company listed on the TSX Venture Exchange, is pleased to announce that it has completed its previously announced subscription receipt financing for gross proceeds of $8,393,045 (the "Financing"), $890,045 of which was raised on a non-brokered basis and $7,503,000 of which was raised on a brokered basis conducted by a syndicate of agents led by Beacon Securities Limited and including Canaccord Genuity Corp. The Financing was conducted in connection with the Company's proposed acquisition of PT Biogas Holdings Limited ("Greenlane"), doing business as Greenlane Biogas (the "Qualifying Transaction").
Pursuant to the Financing, the Company issued 41,965,225 subscription receipts (the "Subscription Receipts") at a price of $0.20 per Subscription Receipt for gross proceeds of $8,393,045. The gross proceeds of the Financing were deposited into escrow with an escrow agent pending satisfaction of the conditions precedent to the Qualifying Transaction and certain escrow release conditions (the "Escrow Release Conditions"). Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will be automatically converted, without payment of any additional consideration, into one special warrant of the Company (a "Special Warrant"). Each Special Warrant will automatically convert, without the payment of any additional consideration and without further action on the part of the holder thereof, into one common share of the Company (a "Common Share") and one-half of one common share purchase warrant of the Company (each full warrant, a "Warrant") on the date that is the earlier of: (i) the fifth business day after a receipt for a final prospectus by the securities regulatory authorities in each of the provinces in Canada where the subscription receipts were sold and the special warrants issued, and (ii) the date that is four months and one day following the closing date of the Financing, being October 1, 2019. No special warrants may be exercised prior to such date. Each Warrant is exercisable for one Common Share at a price of $0.26 per Common Share for a period of two years from the completion of the Qualifying Transaction.
The Company will use commercially reasonable efforts to file a short-form prospectus to qualify the issuance of the Common Shares and Warrants underlying the Special Warrants before July 29, 2019. If the prospectus is not effective by such date, each Special Warrant will entitle its holder to receive one Common Share and one Warrant (instead of one-half of one Warrant) upon exercise of the Special Warrant.
Current and proposed directors and officers of the Company who participated in the Financing include Wade Nesmith, who subscribed for 2,150,000 Subscription Receipts, David Demers who subscribed for 1,500,000 Subscription Receipts, Brad Marchant who subscribed for 15,000 Subscription Receipts, and Stephen Wortley who subscribed for 125,225 Subscription Receipts. The underlying Special Warrants held by these directors and officers will be subject to a Tier 1 value security escrow agreement.
The Company expects to complete the Qualifying Transaction on or about May 31, 2019 and to resume trading shortly thereafter.
In consideration for their services provided in connection with the Financing, the Agents shall receive a cash fee equal to 7% of the gross proceeds of the Financing (reduced to 4% on certain Subscription Receipts issued pursuant to a President's List) and 2,537,350 compensation options, each exercisable for one Common Share at a price of $0.20 per share for a period of two years from the completion of the Qualifying Transaction.
The Company's filing statement dated May 13, 2019 describes the Financing, the Qualifying Transaction and the business of Greenlane. The filing statement is available on SEDAR at www.sedar.com.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such 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, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
Neither 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.
FORWARD LOOKING INFORMATION
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements relating to the completion of the Qualifying Transaction and timing of trading, filing of a short-form prospectus to qualify the issuance of the common shares upon exercise of the special warrants and warrants, and the use of proceeds from the Financing. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Any number of factors could cause actual results to differ materially from these forward looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
SOURCE Creation Capital Corp.

regarding the Company, please contact Wade Nesmith at [email protected].
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