/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Sept. 19, 2018 /CNW/ - DionyMed Holdings Inc. ("DionyMed" or the "Company"), a rapidly-growing multi-state cannabis brand and distribution platform, is pleased to announce that it has entered into an agreement with a syndicate of agents led by Canaccord Genuity Corp. and including Cormark Securities Inc. and Beacon Securities Limited (collectively, the "Agents"), to sell on a commercially reasonable efforts private placement basis, that number of subscription receipts (each, a "Subscription Receipt") at a price to be determined in the range of C$4.00 to C$4.50 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of up to C$25,000,000 (the "Offering"). The Issue Price range was selected based on a fully-diluted in-the-money enterprise value of approximately C$260 million to C$300 million.
Edward Fields, DionyMed Chairman and CEO commented, "We're pleased to partner with the leading cannabis investment bank, Canaccord Genuity, and syndicate members Cormark Securities and Beacon Securities on this milestone financing, expanding our resources and team to bring award-winning cannabis products to market. Completion of the Offering will provide DionyMed with the necessary capital to continue to grow the Company's footprint in California and Oregon and execute on our expansion initiatives across the United States. We believe in the future of cannabis and a world where cannabis is always in stock."
Each Subscription Receipt shall entitle the holder thereof to receive, upon satisfaction of certain escrow release conditions, and without payment of additional consideration, one common share (a "Common Share") and one common share purchase warrant (a "Warrant") exercisable into one Common Share at price that is 50% greater than the Issue Price for a period of 24 months from the date the escrow release conditions are satisfied. Should the conditions not be satisfied, the Subscription Receipts will be cancelled and all proceeds from the sale of Subscription Receipts will be returned to subscribers.
Closing of the Offering is expected to occur on or about October 15, 2018 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals of the securities regulatory authorities. Pursuant to the terms of the Offering, the Agents have been granted an option to arrange for the sale of up C$10,000,000 of additional Subscription Receipts, which option is exercisable by the Agents at any time prior to the Closing Date.
As announced on August 28th, 2018, the Offering is being completed in connection with the proposed business combination that will result in a reverse takeover of Sixonine Ventures Corp. ("Sixonine") (TSXV: "SNX.H") by the security holders of DionyMed (the "Proposed Transaction"). It is anticipated that an annual general and special shareholder meeting of Sixonine to approve, among other matters, all required matters in connection with the Proposed Transaction and completion of the Proposed Transaction will take place in the fourth quarter of 2018. The Common Shares of Sixonine will remain halted until all necessary filings have been accepted by applicable regulatory authorities, and delisting from the NEX Board of the TSXV and listing on the Canadian Securities Exchange has been completed.
The Company will pay cash commissions to the Agents equal to 7.0% of the aggregate gross proceeds of the Offering. The Agents will also receive Agents' warrants exercisable for a period of 24 months from the date the escrow release conditions are satisfied to acquire that number of Units which is equal to 7.0% of the number of Subscription Receipts sold under the Offering, at an exercise price equal to the Issue Price.
Founded in 2017, DionyMed is a rapidly-growing, multi-state cannabis brands and distribution platform, supporting cultivators, manufacturers and award-winning brands in the medical and adult-use cannabis markets. DionyMed entered the cannabis industry in the vape cartridge manufacturing category and following California's adult-use legalization in January 2018, expanded from manufacturing into distribution. DionyMed sells branded products in every category from flower to vape cartridges, concentrates and edibles. DionyMed serves more than 700 dispensaries and 40,000 Direct-To-Consumer deliveries each month with its growing portfolio of products and brands.
Forward-Looking Information and Statements
This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein may include, but are not limited to, information concerning the Proposed Transaction and the Offering, expectations regarding whether the Proposed Transaction will be consummated, including whether conditions to the consummation of the Proposed Transaction will be satisfied, the timing for completing the Proposed Transaction, expectations for the effects of the Proposed Transaction or the ability of the Company to successfully achieve business objectives, expectations regarding whether the Offering will be consummated, and expectations for other economic, business, and/or competitive factors.
By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the ability to consummate the Proposed Transaction and the Offering; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the ability to satisfy the conditions to the consummation of the Offering or to the conversion of the DionyMed Subscription Receipts; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction and the Offering. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", 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 an exemption from such registration requirements is available.
SOURCE DionyMed Holdings Inc.
For further information: Kelly Castledine, Investor Relations, 647-256-1947; Peter Kampian, CFO, 416-209-5982