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CALGARY, Aug. 6, 2019 /CNW/ -RMMI Corp. ("RMMI" or the "Company") (CSE: RMMI) is pleased to announce a non-brokered offering of 12% unsecured convertible debenture units (the "Convertible Debenture Units") of RMMI at a price of $1,000 per Convertible Debenture Unit for aggregate gross proceeds of up to $4,000,000 (the "Offering"). The Offering is intended to provide the Company with capital to complete the remainder of its Newell facility renovations for additional cultivation rooms and equipment, working capital requirements and general corporate purposes.
Each Convertible Debenture Unit will consist of $1,000 principal amount ("Principal Amount") of convertible debentures ("Convertible Debentures") with a conversion price of $1.50 (the "Conversion Price") and 500 warrants ("Warrants"). Each Warrant will be exercisable to acquire one common share of RMMI ("CommonShare") at an exercise price of $1.50 per Common Share for a period of 36 months following the closing date of the Offering. If at any time prior to the expiry date of the Warrants, the volume weighted average trading price of the Common Shares on the Canadian Securities Exchange ("CSE") is greater than $2.50 for 20 consecutive trading days, the Company may, within 15 days of the occurrence of such event, deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice (the "Accelerated Exercise Period"). Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.
The Convertible Debentures will mature on the date that is 36 months from the closing date of the Offering (the "Maturity Date") which is expected to be on or about the August 23, 2019. The Convertible Debentures will be convertible at the holder's option into Common Shares at any time after one year from the closing date. The Company shall have the right to repay the Convertible Debentures after 18 months from the Closing Date ("Early Pre-Payment") by providing 30 days notice of the Early Pre-payment, at a price equal to 105% of the Principal Amount of the Convertible Debentures then outstanding, plus accrued and unpaid interest thereon. If at any time prior to the Maturity Date, the volume weighted average trading price of the Common Shares on the CSE is greater than $2.50 for 20 consecutive trading days, the Company may, within 15 days of the occurrence of such event, deliver a notice to the holders of Convertible Debentures that the Company is converting the Convertible Debentures at the Conversion Price on the date that is 30 days following the date of such notice.
The Convertible Debenture Units will be offered and sold in Canadian jurisdictions to "accredited investors" pursuant to the exemption from the prospectus requirement under Section 2.3 of National Instrument 45-106 – Prospectus Exemptions and such other exemptions from the prospectus requirements and subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the Canadian Securities Exchange. In connection with the Offering, RMMI may pay finder's fees to eligible finders.
RMMI is an Alberta based company that focuses on the production, cultivation and sale of marijuana in various forms. RMMI, through its wholly-owned subsidiary, Rocky Mountain Marijuana Inc. ("Rocky Mountain"), is a late stage applicant under the Cannabis Act (Canada), having submitted its Evidence Package to Health Canada, as the final step in the process of obtaining the requisite license to commence cannabis production and operations. Rocky Mountain blends science with nature, using aeroponic cultivation and CO2 extraction, and intends to produce high-purity, organic-quality cannabis oils. RMMI's team will employ leading commercially available science and technology to maximize production yields and product quality as a low-cost producer, while reducing risk to its crops and its business.
Certain statements contained in this news release constitute "forward-looking statements" or "forward-looking information" within the meaning of the applicable securities legislation (collectively, "forward-looking statements"). These statements relate to management's expectations about future events, results of operations and RMMI's future performance (both operational and financial) and business prospects. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. Unless otherwise indicated, these statements speak only as of the date of this news release. In particular, this news release contains forward-looking statements pertaining RMMI's future business plans, Newell facility renovations and its expected completion date, the ability to successfully supply products that meet high quality standards and expected volumes and the optimum operation of the facility once completed.
Forward-looking statements are based on certain assumptions and analyses made by RMMI in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate and are subject to risks and uncertainties. In making the forward-looking statements, RMMI has made various material assumptions, including but not limited to, receipt of applicable regulatory licences from Health Canada, material assumptions relating to general business and economic conditions and RMMI's ability to successfully execute its business plans strategy. Although RMMI believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and RMMI cannot assure that actual results will be consistent with the forward-looking statements included in this news release. Given these risks, uncertainties and assumptions, readers should not place undue reliance on the forward-looking statements in this news release and should review the various risk factors set forth in RMMI's AIF dated February 28, 2019.
The forward-looking statements included in this news release are expressly qualified by this cautionary statement and, except as otherwise indicated, are made as of the date of this news release. RMMI does not undertake any obligation to publicly update or revise any forward-looking statements or departures from them except as required by applicable securities laws. All of the forward-looking statements contained in this news release are expressly qualified by the foregoing cautionary statements.
ContactInformation: Earl Connors, President and Chief Executive Officer
For further information: Investor Relations Contact: George Jurcic, Director of Corporate Development, [email protected], 403-930-7079