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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.
TORONTO, Oct. 19, 2017 /CNW/ - Cronos Group Inc. (TSX VENTURE: MJN) ("Cronos" or the "Company") is pleased to announce that it has entered into a letter of engagement with PI Financial Corp. ("PI") as sole lead underwriter. PI has agreed to purchase for re-sale 4,761,905 common shares of the Company (the "Shares"), on a "bought deal" basis pursuant to the filing of a short form prospectus, subject to all required regulatory approvals, at a price per Share of $3.15 (the "Offering Price"), for total gross proceeds of $15,000,000.75 (the "Offering").
The Company will grant PI an option to increase the size of the Offering by up to 15% of the initial Offering size or 714,285 additional Shares (the "Over-Allotment Option") unless the Offering size is increased in which case the Overallotment Option will be 15% of the increased Offering. The Over-Allotment Option may be exercised in whole or in part by written notice to the Company at any time up to 30 days following the Closing Date.
The Company intends to use the net proceeds of the Offering for general corporate purposes, to fund growth and to provide for possible future acquisitions.
The closing date of the Offering is scheduled to be on or about November 14, 2017 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.
The Shares will be offered by way of a short form prospectus to be filed in all of the provinces of Canada, pursuant to National Instrument 44-101 - Short Form Prospectus Distributions. PI may choose, in its discretion, to sell the Offering in the United States through its U.S. brokerage affiliate to investors who qualify under U.S. prospectus exemptions, and the Company will assist in this regard as reasonably requested. Any Shares sold in the United States will be to investors in reliance upon applicable registration exemptions (Rule 144A of the United States Securities Act of 1933, as amended and rule 506 of Reg. D).
About Cronos Group
Cronos Group is a geographically diversified and vertically integrated cannabis company that operates two wholly-owned Licensed Producers ("LPs") regulated within Health Canada's Access to Cannabis for Medical Purposes Regulations (the "ACMPR") and holds a portfolio of minority investments in other Licensed Producers. The Company's flagship LPs, Peace Naturals Project Inc. (Ontario) and Original BC Ltd. (British Columbia), are collectively situated on over 125 acres of agricultural, licensed land. Cronos Group is focused on building an international iconic brand portfolio, providing patients with personalized care, and creating value for our shareholders.
This news release may contain "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation. All information contained herein that is not clearly historical in nature may constitute forward-looking information. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. Except as required by law, the Company disclaims any obligation to update or revise any forward-looking statements. Readers are cautioned not to put undue reliance on these forward-looking statements. This news release contains information obtained by the Company from third parties and believes such information to be accurate but has not independently verified such information.
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.
For more information, please visit www.thecronosgroup.com.
SOURCE Cronos Group Inc.
For further information: Michael Krestell, Investor & Media Relations, TEL: 647-274-3655, E-mail: firstname.lastname@example.org