VANCOUVER, March 16, 2017 /CNW/ - THC BioMed Intl Ltd. ("THC" or the "Company") (CSE:THC) announces that it has entered into a capital commitment agreement (the "Capital Commitment") with GEM Global Yield Fund LLC SCS ("GEM") for a CAD$10 million Capital Commitment from GEM to invest into THC. Proceeds raised from the investment will be used for working capital and general corporate purposes, particularly to acquire Clone Shipper LLC and support the Company's ongoing activities, development and expansion as a Licensed Producer under Canada's Access to Cannabis for Medical Purposes Regulations ("ACMPR").
THC has the right to draw down under the Capital Commitment for a term of 2 years. Common shares will be issued to GEM at a price per share equal to the higher of the floor price set by THC and a 10 per cent discount to the market price of the common shares based on the immediately preceding 15-day volume weighted average price at for the acceptance period. Each draw down is subject to certain market out rights of GEM and approval of the CSE. GEM will hold freely trading common shares of the Company through a share lending facility provided by certain current shareholders.
THC will pay to GEM a commission fee of CAD$225,000 upon the earliest of the closing of a private placement (in an amount equal to 15% of the proceeds of placements until the full amount of the fee is paid), 18 months from the date of the Capital Commitment or a change of control of THC. This fee will be payable by THC at the 18-month date even if it doesn't make any demands on the Capital Commitment. If, however, GEM fails to invest pursuant to the terms of the Capital Commitment, the fee will not be payable by THC. THC may elect to pay the commitment fee in cash or stock (subject to CSE approval).
As part of the transaction, THC has agreed to issue 6,635,000 common share purchase warrants to GEM, subject to the terms and conditions of the Capital Commitment. The warrants have an exercise price equal to the greater of CAD$1.20 and the Market Price of the Common Shares on the date of the issuance of the Warrants. The warrants will have an exercise period of five years. The warrant exercise price is subject to repricing to 105% of the market price in the event that THC's market price is less than 90% of the Warrant exercise price on the first anniversary of the date of the Capital Commitment. The repricing must be done in accordance with the rules of the CSE. If the Company does not issue the 6,635,000 warrants within 18 months of the initial execution of the Agreement, the Company shall pay GEM 8% of the original face value of any unissued warrants.
All references to currency are in Canadian dollars.
Global Emerging Markets (www.gemny.com) was founded in 1991. GEM is a USD 3.4 billion investment group having completed 370 transactions in 70 countries. The firm is an alternative investment group that manages a diverse set of investment vehicles across the world. Each investment vehicle has a different degree of operational control, risk-adjusted return and liquidity profile. Our family of funds and investment vehicles provide GEM and its partners with exposure to: Small-Mid Cap Management Buyouts, Private Investments in Public Equities (PIPEs) and select venture investments. GEM's funds include: CITIC-GEM Fund (matured in December 2015), Kinderhook Industries (GP and LP non-voting stakes), GEM Global Yield Fund LLC SCS, GEM India and VC Bank/GEM Mena Fund (GEM exited both its GP and LP stakes in these funds in 2015 and 2010 respectively).
About THC BioMed
THC is a Licensed Producer under Canada's ACMPR. THC's vision is to be on the leading edge of scientific research, development of products and services related to the medical cannabis industry while creating a standard of excellence. As the industry develops, it will become more important to focus on scientific research and development of products and services related to medical cannabis. Management believes THC is well-positioned to be in the forefront of this rapidly growing industry.
Please visit our website for a more detailed description of our business and services available. www.thcbiomed.com
This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of THC. Forward-looking information is based on certain key expectations and assumptions made by the management of THC. Although THC believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because THC can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release and include that (a) the investment from GEM will be used for the Clone Shipper acquisition and support the Company's ongoing activities, development and expansion as a Licensed Producer, (b) THC will draw down $10,000,000 in investment from the Capital Commitment (c) THC will issue the warrants as described in this press release, (d) as the medical marijuana industry develops, it will become more important to focus on scientific research and development of products and services related to medical cannabis and (e) THC will be in the forefront of this rapidly growing industry. THC disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
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