Not for Dissemination in the United States or for Distribution to U.S. Newswire Services
VANCOUVER, British Columbia, April 15, 2019 /CNW/ -- Sunniva Inc. ("Sunniva", the "Company", "we", "our" or "us") (CSE: SNN) (OTCQB: SNNVF), a North American provider of cannabis products and services, is announcing and closing a non-brokered private placement (the "Offering") of CAD $4,300,000 for a total of 4,300,000 units of the Company ("Units"). Proceeds of the Offering will be used to provide short term working capital for operations at the Company's extraction facility in California, purchase of additional biomass inventory, capital costs at the Sunniva California Campus and general corporate purposes. Each Unit consists of a principal amount of unsecured promissory notes of the Company ("Promissory Notes") and common share purchase warrants of the Company ("Warrants"). The closing included an insider of the Company subscribing, directly or indirectly, for CAD $1,000,000 for a total of 1,000,000 Units which demonstrates management and insiders' commitment to the Company. The Company anticipates holding a secondary closing of the Offering within the next 10 days.
The Units issued under the Offering have the following terms:
The earlier of (i) two business days following receipt by the Company of proceeds from the sale of any or all of the Company's Canadian assets following the closing date, which, in the aggregate, are equal to or greater than the proceeds of the Offering; and (ii) 6 months from the closing date.
10% (annual rate).
Number of Warrants:
0.1897 Warrants per Unit (each Warrant entitles the holder to acquire one common share of the Company at the Warrant Exercise Price).
Warrant Exercise Price:
CAD $5.27 per Warrant.
24 months from closing.
A finder's fee of 5% payable in cash was paid to certain investment advisors for introducing certain purchasers of Units to the Company.
The Promissory Notes and Warrants have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States 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 Promissory Notes or Warrants in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
About Sunniva Inc.
Sunniva, through its subsidiaries, is a vertically integrated cannabis company operating in the world's two largest cannabis markets – California and Canada. Sunniva is focused on creating sustainable premium cannabis brands supported by our large-scale, purpose-built cGMP designed greenhouse and extraction facilities. We offer a steadfast commitment to safety and quality assurance providing cannabis products free from pesticides, which uniquely positions Sunniva in California as a leading provider of safe, high quality, reproducible products at scale. Through production from Phase One of our strategically positioned 325,000 square foot high technology greenhouse which is nearing completion and our fully operational extraction facility in California, we are launching Sunniva branded products in various product categories and price points including flower, pre-rolls, vape cartridges and premium concentrates. Sunniva branded products will be showcased within our flagship dispensary located at the greenhouse and our in-house marketing and distribution team will ensure the placement of Sunniva branded products at licensed dispensaries throughout the state. Sunniva's management and board of directors have a proven track record for creating significant shareholder value both in the healthcare and biotech industries.
This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities law ("forward-looking statements"), including, but not limited to, statements relating to the Company's use of proceeds from the Offering, the Company's launch of Sunniva branded products in various product categories and price points including flower, pre-rolls, vape cartridges and premium concentrates, the showcase of Sunniva branded products within the Company's flagship dispensary located at the Sunniva California Campus and the placement of Sunniva branded products at licensed dispensaries throughout the state of California. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.