Zenabis Announces Appointment of New Chief Financial Officer and Files Final Base Short Form Prospectus
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VANCOUVER, BC, April 10, 2019 – Zenabis Global Inc. (TSXV:ZENA) (“Zenabis” or the “Company”) is pleased to announce the appointment of Michael Smyth as its new Chief Financial Officer, effective May 14, 2019. The Company also announces that it has now filed a final short form base shelf prospectus with the securities commissions in each of the provinces of Canada, except Québec, following the filing of its preliminary base shelf prospectus as announced in news on March 18, 2019.
Andrew Grieve, Chief Executive Officer of Zenabis, stated, “I am very pleased to welcome Mike Smyth to our team as he brings a strong background in corporate finance, treasury, finance administration and business strategy – key skillsets that will contribute to our goal of becoming a major cultivator and distributer in the global cannabis industry.”
Monty Sikka, Chairman of Zenabis, stated, “As Chairman and a significant founding shareholder of Zenabis, I am extremely pleased with the progress that the Company is making on all fronts and the highly talented team that is now in place to achieve our long-term growth objectives. I am excited about what the future holds for the company, as are all of the founders, and we are committed to seeing the Company succeed.”
New CFO Background
Mr. Smyth comes to Zenabis with extensive experience in senior management positions including as Chief Financial Officer of numerous public and private companies. He brings to Zenabis strong corporate finance, treasury, finance administration and business strategy experience. Most recently, Mr. Smyth provided management advisory services to various companies including as interim CFO at a BC greenhouse grower, where he initiated a cannabis growing relationship with a respected Canadian cannabis company. Previously, he reported to the Chief Executive Officer of global fund manager Lionhart Canada Limited in Toronto. In his career, Mr. Smyth has worked as Treasurer for Bell Canada in Montreal and played a key role on the financial risk advisory team at KPMG.
Mr. Smyth’s appointment will be effective on May 14, 2019, and he will take over from current CFO, John Hoekstra, who will be returning to his position as Bevo Farms Ltd.’s (“Bevo”) Chief Financial Officer at that time. Mr. Hoekstra will continue to lead financial reporting and compliance for Bevo as cannabis cultivation is added to Bevo’s existing suite of propagation and floral products.
Mr. Hoekstra, a significant shareholder of Zenabis, stated, “I am excited to continue working with the Zenabis team and in particular with Mike in his new role.”
Filing of Final Base Shelf Prospectus
The Company has filed a final short form base shelf prospectus (the “Shelf Prospectus”) with the securities commissions in each of the provinces of Canada, except Québec. The Shelf Prospectus allows the Company to offer up to $100,000,000 of common shares, preferred shares, debt securities, warrants and units, or any combination thereof, from time to time during the 25-month period that the Shelf Prospectus is effective. The Company filed this Shelf Prospectus in order to maintain financial strength and flexibility going forward. The specific terms of any future offering of securities, including the use of proceeds from any offering, will be established in a prospectus supplement to the Shelf Prospectus, which supplement will be filed with the applicable securities regulatory authorities. The Company has filed the Shelf Prospectus in order to maintain financial strength and flexibility as it expands its cannabis production profile.
A copy of the Shelf Prospectus can be found under the Company’s profile on SEDAR at www.sedar.com. Copies of the Shelf Prospectus may also be obtained by contacting the Chief Administrative Officer of the Company at Suite 3100, 666 Burrard Street, Vancouver, British Columbia V6C 2X8.
Pooling Agreement Update
In conjunction with the filing of the (preliminary) short form base shelf prospectus, Zenabis filed a copy of the pooling agreement previously announced and described in Zenabis Press Releases dated December 21, 2018; January 21, 2019; and February 4, 2019 (the “Pooling Agreement”). A total of 134,504,417 common shares, representing approximately 71% of the issued and outstanding common shares have been deposited under the Pooling Agreement, with 3% of such shares having been released (1% per month) to date. A further 7.5% of such common shares are scheduled to be released every month for the coming 6 months.
In addition, the Pooling Agreement permits the depositing shareholders to withdraw shares from the Pooling Agreement for the purpose of either pledging such common shares as security for loans to the depositing shareholders, the proceeds of which are to be loaned by them to Zenabis, or entering into securities lending arrangements at the request of, and to support, Zenabis’ financings. Founding shareholders have withdrawn 4,968,644 common shares for the purpose of supporting the first $15 million tranche of Zenabis’ privately-placed convertible debentures (see press release dated March 27, 2019), with such shares having been loaned to the purchasers of such debentures.
Note: Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Zenabis is a significant licensed cannabis cultivator of medical and recreational cannabis, and employs staff coast-to-coast, across facilities in Atholville, New Brunswick; Delta and Langley, B.C.; and Stellarton, Nova Scotia. In addition to gaining technologically advanced knowledge of plant propagation, the recent addition of state-of-the-art greenhouses in Langley provides Zenabis with 3.5 million square feet of facility space that can, upon full conversion, be dedicated to cannabis production.
If all facility space is fully built out and dedicated to production, Zenabis will own, and have access to, 660,000 square feet of high quality indoor cannabis production space, as well as 2.1 million square feet of greenhouse space at its Langley facility (an additional 700,000 square feet of greenhouse space will be used to continue the existing propagation business, to be converted at such a time that is beneficial to the strategic position of the company), strategically positioned on Canada’s coasts. These facilities, if fully converted for cannabis production, would have the design capacity to yield approximately 479,300 kg of dried cannabis annually, for both national and international market distribution. The Zenabis brand name is used among the medical market, while Namaste is used to service the adult-use recreational market.
Forward Looking Information
This news release contains statements that may constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of Zenabis, or the assumptions underlying any of the foregoing. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative form thereof are used to identify forward-looking statements. In this news release, forward-looking statements relate, among other things, to: completion of any offering of securities under the Shelf Prospectus, the use of the proceeds thereof, and the design capacity, conversion, expansion and optimization of our facilities. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur. Forward-looking information is based on information available at the time and/or management’s good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond Zenabis’ control. These risks, uncertainties and assumptions include, but are not limited to, those described Zenabis Management Information Circular dated November 23, 2018, a copy of which is available on SEDAR at www.sedar.com and could cause actual events or results to differ materially from those projected in any forward-looking statements. Furthermore, any forward-looking information with respect to available space for cannabis production is subject to the qualification that management of Zenabis may decide not to use all available space for cannabis production, and the assumptions that any construction or conversion would not be cost prohibitive, required permits will be obtained and the labour, materials and equipment necessary to complete such construction or conversion will be available. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Zenabis does not intend, nor undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.
For more information, visit: https://www.zenabis.com.
Chief Executive Officer
Zenabis Global Inc.