/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES/
KELOWNA, BC, Jan. 9, 2018 /CNW/ - DOJA Cannabis Company Limited ("DOJA" or the "Company") (CSE: DOJA) is pleased to announce the closing of its previously announced non-brokered private placement of subscription receipts (the "Subscription Receipts") whereby Aphria Inc. ("Aphria") (TSX:APH and US OTC: APHQF) and Koicha Partners LP acquired from DOJA an aggregate of 8,992,807 Subscription Receipts of the Company at a price per Subscription Receipt of $1.39 for gross proceeds of $12,500,001.73 (the "Offering").
The financing supports the strategic positioning of Hiku Brands Company Ltd. ("Hiku"), the anticipated combined company resulting from the merger (the "Merger") of DOJA and TS Brandco Holdings Inc. ("Tokyo Smoke"), an award-winning lifestyle brand and retail-focused cannabis company (see DOJA's press release of December 21, 2017). The merger of DOJA and Tokyo Smoke creates the first retail-focused, craft cannabis producer, and with a portfolio of highly recognizable brands, Hiku is strategically positioned to become the preeminent craft cannabis brand house in the Canadian adult-use cannabis market.
"We're thrilled to have strategic partners in Aphria and Koicha Partners," said Trent Kitsch, CEO of DOJA. "Once the merger with Tokyo Smoke goes through, this strategic investment will strengthen Hiku, financially as well as through its brand recognition and product and market reach. Expanding Hiku's retail footprint, targeting provinces allowing private cannabis retail, and building a portfolio of recognizable consumer brands and products will be key differentiators for Hiku."
The Subscription Receipts will be automatically convertible into units of the Company (the "Units") upon the satisfaction of certain escrow release conditions, with each Unit comprised of one common share of the Company (a "Common Share") and one Common Share purchase warrant of the Company (a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share (a "Warrant Share") for a period of two years from the closing date of the Merger at an exercise price of $2.10 per Warrant Share. If, following the closing of the Merger, the volume weighted average price of the Common Shares on the Canadian Securities Exchange is equal to or greater than $3.05 for any twenty (20) consecutive trading days, the Company may, upon providing written notice to the holders of the Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice. The Company intends to use the net proceeds of the Offering to expand its cannabis production capacity, grow its retail footprint, and add select brands to its portfolio through highly strategic and complementary acquisitions.
All securities issued in connection with the Offering are subject to a four month hold period expiring May 10, 2018.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
For further details on the Offering and the Merger, please refer to the Company's press release dated December 21, 2017.
DOJA™ is a premium cannabis lifestyle brand growing high-quality handcrafted cannabis flower. DOJA's wholly-owned subsidiary is a licensed producer of cannabis under the Access to Cannabis for Medical Purposes Regulations (the "ACMPR") that has requested its Pre-Sales License Inspection, the last step prior to receiving a license to sell cannabis under the ACMPR. DOJA's state-of-the-art ACMPR licensed production facility is located in the heart of British Columbia's picturesque Okanagan Valley. DOJA was founded by the proven entrepreneurial team that started SAXX Underwear®.
About Tokyo Smoke
Founded in 2015 by Alan and Lorne Gertner, Tokyo Smoke is an award-winning cannabis lifestyle brand that brings sophistication and design to the fast-growing industry. With immersive experiences and design-first, non-dispensary retail spaces selling coffee, cannabis accessories and design products, the brand has six locations in Canada, with plans to expand nationwide. Recently named "Brand of the Year" at the Canadian Cannabis Awards, Tokyo Smoke has showcased excellence in brand storytelling, and has developed an international reputation as the go-to destination for engaging content offerings within the industry. With the acquisition of fellow designer cannabis brand Van der Pop, and by partnering with Aphria Inc. (TSX: APH and US OTC: APHQF) and WeedMD (TSXV: WMD), Tokyo Smoke continues to be the leading Canadian brand in the cannabis space.
Upon completion of the Merger, Hiku will be focused on handcrafted cannabis production, immersive retail experiences, and building a portfolio of iconic, engaging cannabis lifestyle brands. Hiku will be differentiated as the only Canadian craft cannabis producer with a significant national retail footprint and a growing brand house including premium cannabis lifestyle brands DOJA, Tokyo Smoke, and Van der Pop.
Hiku's wholly-owned subsidiary, DOJA Cannabis Ltd., is a federally licensed producer pursuant to the ACMPR, owning two production facilities in the heart of British Columbia's Okanagan Valley. Upon completion of the Merger, the company will operate a network of retail stores selling coffee, clothing and curated accessories, across British Columbia, Alberta and Ontario.
For more information, please visit www.hikubrands.com
Aphria Inc., one of Canada's lowest cost producers, produces, supplies and sells medical cannabis. Located in Leamington, Ontario, the greenhouse capital of Canada. Aphria is truly powered by sunlight, allowing for the most natural growing conditions available. Aphria is committed to providing pharma-grade medical cannabis, superior patient care while balancing patient economics and returns to shareholders.
Statement Regarding Forward-Looking Information
This news release contains statements that constitute "forward-looking statements." Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause DOJA's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.
Forward-looking statements in this document include statements concerning the use of proceeds from the Offering, the completion of the Merger, the anticipated business of Hiku and all other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others:
- that there is no assurance that the parties will obtain the requisite director, shareholder and regulatory approvals for the Merger;
- there is no assurance that the Merger will close on the terms anticipated or at all;
- following completion of the Merger, Hiku may require additional financing from time to time in order to continue its operations; financing may not be available when needed or on terms and conditions acceptable to Hiku;
- new laws or regulations could adversely affect Hiku's business and results of operations; and
- competitive, regulator and other factors may adversely impact Hiku's ability to accomplish its business objectives.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
The Canadian Securities Exchange has not approved nor disapproved the contents of this news release.
SOURCE DOJA Cannabis Company Limited
For further information: please contact Jeff Barber, Chief Financial Officer by email at email@example.com or by phone at 1-(877) 763-DOJA extension 101.