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Zenabis Announces Public Offering of Units for Proceeds of Approximately $15,000,000 and Extension of Senior Secured Debenture
Vancouver, British Columbia – June 18, 2020 – Zenabis Global Inc. (TSX:ZENA) (“Zenabis” or the “Company”) is pleased to announce that: (i) it has today filed a preliminary prospectus supplement (the “Supplement”) to its short form base shelf prospectus dated April 9, 2019 (the “Shelf Prospectus”) in connection with an overnight marketed, “best efforts” offering of units (“Units”) of the Company (the “Offering”); and (ii) it has today signed a definitive agreement (the “Amended and Restated Debenture”) with a syndicate of lenders amending and restating its fourth amended and restated secured debenture dated April 22, 2020 representing senior secured debt in the principal amount of $60,750,000 (the “Pre-Existing Debenture”) to provide an extension on the $7,000,000 tranche of debt (“Tranche 3”) coming due on July 20, 2020 to December 31, 2020 as well as document other amendments to the Pre-Existing Debenture.
Public Offering of Units
Each Unit will be offered at a price of $0.13 per Unit and will consist of one common share of the Company (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”) to purchase a Common Share at a price of $0.16 for a period of 60 months following the closing date of the Offering. The Supplement was filed with the securities regulatory authorities in each of the provinces of Canada, except Québec.
Zenabis intends to use the net proceeds of the Offering for general working capital and corporate purposes, the partial repayment of subordinated secured notes, the partial or full repayment of Tranche 3 and the payment of an extension fee on the remaining balance of Tranche 3, if applicable.
The Offering is being made through a syndicate of agents co-led by AltaCorp Capital Inc. and Eight Capital (together, the “Agents”).
The Company also expects to grant to the Agents a 30-day over-allotment option to purchase up to an additional 15% of the number of Units offered in the Offering. The Offering is expected to be priced in the context of the market, with the final terms of the Offering to be determined at the time of pricing. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The Offering is expected to close on or about Wednesday June 24th, 2020 and will be subject to customary closing conditions, including the listing of the Common Shares on the TSX.
The Supplement and the Shelf Prospectus contain important detailed information about the Offering. A copy of the Supplement and the Shelf Prospectus can be found under the Company’s profile on SEDAR at www.sedar.com.
This news 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 province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
Amendments to Senior Secured Debenture
The Amended and Restated Debenture formally documents the extension of the maturity date of Tranche 3 from July 20, 2020 to December 31, 2020.
Zenabis is a significant Canadian licensed cultivator of medical and recreational cannabis, and a propagator and cultivator of floral and vegetable products. Zenabis employs staff coast-to-coast, across facilities in Atholville, New Brunswick; Aldergrove, Pitt Meadows and Langley, British Columbia; and Stellarton, Nova Scotia. Zenabis currently has 111,200 kg of licensed cannabis cultivation space across four licensed facilities. Zenabis has 3.5 million square feet of total facility space dedicated to a mix of cannabis production and cultivation and its propagation and floral business.
Zenabis expects Zenabis Stellarton and Zenabis Langley facilities to join Zenabis Atholville in steady state production in 2020. The Zenabis brand name is used in the cannabis medical market, the Namaste, Blazery, and Re-Up brand names are used in the cannabis adult-use recreational market, and the True Büch brand name is used for Zenabis’ kombucha products.
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: pricing and completion of the Offering and the use of the proceeds thereof. 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 in the Shelf Prospectus, 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.