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BRANTFORD, ON, June 7, 2018 /CNW/ - 2599708 Ontario Inc. ("Good & Green" or the "Corporation") is pleased to announce a non-brokered private placement of subscription receipts of the Corporation (the "Subscription Receipts") for gross proceeds of up to $10,000,000 (the "Offering").
The gross proceeds from the Offering will be deposited and held in escrow and shall be released upon the satisfaction of the certain escrow conditions including receipt by the Corporation of a license to cultivate under the Access to Cannabis for Medical Purposes Regulations ("ACMPR") and Royal Assent of Bill C-45 -Cannabis Act (the "Escrow Release Conditions").
Each Subscription Receipt issued under the Offering will, upon satisfaction of the Escrow Release Conditions, be automatically converted (for no further consideration and with no further action on the part of the holder thereof) into one common share of the Corporation (a "Common Share"). The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") to be entered into among the Corporation and a subscription receipt agent.
The net proceeds of the Offering will be used by the Corporation for the Phase 2 development of its facility in Brantford, Ontario, working capital and general corporate purposes.
The Corporation may pay a commission or finder's fee to eligible parties in connection with the Offering and in compliance with applicable securities laws.
About Good & Green
Good & Green is a socially responsible, organic cannabis company co-founded by Jeannette VanderMarel (co-founder The Green Organic Dutchman) and Daniel Goldberg (formerly PharmaCan, Macquarie, CIBC, and National Bank). The Corporation received its Confirmation of Readiness letter from Health Canada on May 2, 2018 in respect of its 46,000 square foot facility on five acres of land in Brantford, Ontario. The Corporation is focused on developing high quality, consistent, homogeneous organic cannabis and cannabis products.
Good & Green has forged a partnership with Conviron, a leader in the field of controlled environment facilities and has developed a partnership with Crowns Creative in connection with the development of LOUD, a lifestyle platform that sits at the intersection of culture, technology and cannabis. The Corporation plans to continue to expand its community of partners over time.
The Corporation's Advisory Panel includes Trina Fraser (Partner, Brazeau Seller LLP), Steve Kroft (CEO, Conviron), Anita Wortzman (President, Farmers Edge), and Dr. Gillian Davidson (CEO, Wild Horse Consulting Ltd.).
Cautionary Statement on Forward-Looking Information
Certain information set forth in this news release contains "forward-looking statements", and "forward-looking information under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements, which include expectations about the use of proceeds from the Offering, the satisfaction of the Escrow Release Conditions and management's expectations with respect to the Offering, and are based on the Corporation's current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking statements may be identified by the use of conditional or future tenses or by the use of such words such as "will", "expects", "may", "should", "estimates", "anticipates", "believes", "projects", "plans", and similar expressions, including variations thereof and negative forms. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause the Corporation's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties relating to the completion of the Offering and management's ability to anticipate and manage the foregoing factors and risks. There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. The Corporation disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by securities legislation.
This press release is not an offer of the securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended and applicable U.S. state securities laws. 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 these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.