Plus Products Announces Closing of Previously Announced Private Placement of unsecured convertible note units
SAN MATEO, Calif., Feb. 28, 2019 (GLOBE NEWSWIRE) -- Plus Products Inc. (CSE: PLUS) (OTCQB: PLPRF) (the “Company” or “Plus Products”) is pleased to announce that it has closed the previously announced best efforts private placement with Canaccord Genuity Corp., as lead agent, together with a syndicate of agents (collectively, the “Agents”), for 25,000 units of the Company (the “Units”) at a price of C$1,000 for gross proceeds of C$25,000,000 (the “Offering”).
Gotham Green Partners and Stable Road Capital were two of the lead investors in the private placement.
Jason Adler, Managing Member of Gotham Green Partners noted: “We are thrilled to continue to have the opportunity to invest in PLUS. PLUS has built a tremendous brand and the management team is second to none. We look forward to working closely with the company to help them achieve their goals”.
“We are thankful for the support we have received from our past investors, and from new investors, as we continue to reach our goal of becoming the strongest cannabis brand in the world by delivering on our mission to make cannabis safe and approachable,” said Jake Heimark, CEO of Plus Products.
Each Unit consists of one unsecured convertible note (each, a “Convertible Note”) accruing interest at 8% per annum, payable semi-annually in arrears until maturity, and 77 subordinate voting share purchase warrants of the Company (each, a “Warrant”). The Convertible Notes have a maturity date of 24 months from the closing date, being February 28, 2019.
Each Convertible Note shall be convertible into subordinate voting shares in the capital of the Company (each, a “Conversion Share”) at a price of $6.50 (the “Conversion Price”) per Conversion Share commencing on the date which is seven months after the closing date.
Each Warrant entitles the holder thereof to acquire one subordinate voting share in the capital of the Company (each, a “Warrant Share”) for an exercise price of $8.00 per Warrant Share for a period of five years following the closing date. If exercised during the first 12 months after the closing date, the underlying shares shall be subject to a 365-day contractual hold from the closing date.
The Convertible Notes are unsecured obligations of the Company and rank pari passu in right of payment of principal and interest with all other Convertible Notes issued under the Offering and all other unsecured indebtedness of the Company.
The Agents received a cash commission on the sale of the Offering of C$1,268,350, plus C$98,750 as agents’ expenses, including legal fees. The Agents also received 100,823 compensation warrants, each carrying the right to purchase one subordinate voting share in the capital of the Company (each, a “Compensation Warrant Share”) at a price of $8.00 per Compensation Warrant Share for a period of two years from the closing date.
The proceeds from the Offering will be used by the Company for working capital and other general corporate purposes.
The Convertible Notes, Warrants and Compensation Warrants issued pursuant to the Offering and any subordinate voting shares in the capital of the Company issued on conversion of the Convertible Notes or exercise of the Warrants or Compensation Warrants are subject to a statutory hold period in Canada of four months and one day following the closing date in accordance with applicable securities laws, which shall expire on June 29, 2019. Additional resale restriction may be applicable under the laws of other jurisdictions, if any.
The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Plus Products
The Company is a branded-products manufacturer based in California. Its products consist of cannabis-infused edibles, which it sells to both the regulated medicinal and adult-use recreational markets. PLUSTM is currently one of the fastest-growing edible brands in California with the State’s top-selling products.
The Company’s mission is to make cannabis safe and approachable - that starts with manufacturing high-quality products delivering consistent experiences. All products are produced in the Company’s dedicated food-safe cannabis manufacturing facility in southern California.
For further information contact:
Director of Investor Relations
Tel +1 650.223.5478
The CSE does not accept responsibility for the adequacy or accuracy of this release.
This news release contains statements and information that, to the extent that they are not historical fact, constitute "forward-looking information" within the meaning of applicable securities legislation. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect.
Forward-looking information may include, without limitation, statements relating to the use of proceeds from the Offering, the pace of growth of the Company’s brand and the potential sales relative to other brands.
Forward-looking information involves known and unknown risks, uncertainties and other factors disclosed here and elsewhere in the Company’s public documents that may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, but are not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects that are engaged in activities currently considered illegal under United States federal law; changes in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry; and regulatory or political change.
Accordingly, readers should not place undue reliance on any such forward-looking information. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for the Company's management to predict all of such factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company does not undertake any obligation to update any forward-looking information to reflect information, events, results, circumstances or otherwise after the date hereof or to reflect the occurrence of unanticipated events, except as required by law including securities laws.