Liberty Health Sciences Raises $15 Million via Bought Deal
TORONTO, ONTARIO–(Marketwired – Jan. 5, 2018) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Liberty Health Sciences Inc. (CSE:LHS)(CSE:LHS.CN)(CNSX:LHS) (the “Company” or “Liberty“) has today entered into an agreement with Clarus Securities Inc., on behalf of a syndicate of underwriters (collectively, the “Underwriters“), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 7,142,900 units (the “Units“) of the Company at a price of C$2.10 per Unit (the “Offering Price“) for aggregate gross proceeds to the Company of C$15,000,090 (the “Offering“). Each Unit will be comprised of one common share of the Company (a “Unit Share“) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant“). Each Warrant will entitle the holder thereof to purchase one common share of the Company (a “Warrant Share“) at a price of C$2.65 per Warrant Share for a period of 24 months following the Closing Date (as defined below).
The Company has also agreed to grant the Underwriters an over-allotment option to purchase an additional 1,071,435 Units at the Offering Price, exercisable in whole or in part, for a period ending 30 days from and including the Closing Date. In the event the over-allotment option is exercised in full, the aggregate gross proceeds of the Offering will be C$17,250,104.
The Units will be offered in each of the provinces of British Columbia, Alberta and Ontario by short form prospectus. The Units may also be sold to United States purchasers on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A or Rule 506(b) of Regulation D of the United States Securities Act or in such other manner as to not require registration under the U.S. Securities Act, and in those jurisdictions outside of Canada and the United States which are agreed to by the Company and the Underwriters, where the Units can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.
The Offering is expected to close on or about January 26, 2018 (the “Closing Date“) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Canadian Securities Exchange.
In connection with the Offering, Delavaco Group has been appointed as a special advisor to the Company.
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of Liberty Health Sciences Inc. in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the United States Securities Act of 1933, as amended, and applicable state securities laws or unless an exemption from such registration is available.
About Liberty Health Sciences
Liberty Health Sciences Inc. is an investor and operator in the medical cannabis market, capitalizing on new and existing opportunities in U.S. states where medical cannabis is legal. Liberty’s stringent investment criteria for expansion maximizes returns to shareholders, while focusing on significant near- and mid-term opportunities. Liberty has an extensive background in highly regulated industries, with expertise in becoming a low-cost producer. Liberty leverages commercial greenhouse knowledge to deliver high-quality, clean and safe pharmaceutical grade cannabis to patients. Additional information relating to the Company is also available on SEDAR at www.sedar.com.
This press release contains certain forward-looking statements within the meaning of applicable securities laws, including statements regarding the Offering and the Closing Date. Words such as “expects”, “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on Liberty’s current projections and expectations about future events and other factors management believes are appropriate. Although Liberty believes that the assumptions underlying these forward-looking statements are reasonable, they may prove to be incorrect, and readers cannot be assured that the Offering and the closing thereof will be consistent with these forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of numerous factors, including certain risk factors, many of which are beyond Liberty Health’s control. Additional risks and uncertainties regarding Liberty are described in its publicly-available disclosure documents, filed by Liberty on SEDAR (www.sedar.com) except as updated herein. The forward-looking statements contained in this news release represent Liberty Health’s expectations as of the date of this news release, or as of the date they are otherwise stated to be made, and subsequent events may cause these expectations to change. Liberty undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
Neither the Canadian Securities Exchange (the “Exchange”) nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Chief Financial Officer