NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, Feb. 19, 2019 — Canada House Wellness Group Inc. (CSE: CHV) (“Canada House” or the “Company”) announces that it intends to proceed with a financing of units (“Units”) for total gross proceeds to the Company of $2,000,000 to $3,000,000 (the “Offering”). Each Unit will be offered at a price of $0.12 per Unit and is comprised of: (i) one common share (each a “Common Share”); and (ii) and one detachable common share purchase warrant of the Company (each, a “Warrant”). Each Warrant shall be exercisable into one Common Share at an exercise price of $0.30 for a period of 12 months; at an exercise price of $0.40 from 12 months to 24 months; at an exercise price of $0.60 from 24 months to 36 months; and at an exercise price of $0.80 from 36 months to 48 months following the closing date of the Offering. The Company may pay to an appropriately registered entity a cash commission of up to 6.0% of the aggregate gross proceeds from subscriptions from investors introduced to the Company by such finder and, subject to regulatory approval (where any such approval is required), warrants having terms substantially similar to the Warrants, to acquire from treasury an amount of Common Shares equal to up to 6.0% of the number of Units issued pursuant to subscriptions introduced to the Company by such finder. The Units will be sold subject to the minimum subscription amount of $2,000,000 and, subject to the payment of a finder’s fee as described herein, on a non-brokered basis. The Units will be sold on a private placement basis, to persons who qualify for prospectus exemptions under applicable securities legislation in Canada and other jurisdictions determined by the Company, including the “accredited investor” exemption. Closing of the Offering is expected to occur on or about March 15, 2019, or such other date or dates as determined by the Company. The net proceeds from the financing are expected to be used to provide clinic expansion capital for Canada House Clinics; Acquisition and developments costs for the Issuer’s Vegreville and Pickering facilities; R&D capital for its Knalysis Technologies division, and support of Canada House Clinics’ new client acquisition program implementation, and for general working capital purposes.
“This fundraising strengthens our balance sheet and sets us up to pursue the next phase of growth initiatives which include materially expanding our production capacity and buildout of our extraction lab in partnership with Nutritional High which we expect will result in oils and extracts coming to market this calendar year,” said Chris Churchill-Smith, CEO of Canada House.
Closing of the Offering is subject to the Company obtaining all necessary regulatory and stock exchange approvals. The Common Shares and Warrants issued pursuant to the Offering, and any Common Shares issued on the exercise of the Warrants will be subject to a statutory hold period in Canada of four months and one day following the closing of the Offering in accordance with applicable securities laws. Additional resale restriction may be applicable under the laws of other jurisdictions, if any. Certain subscribers under the Offering may be “related parties” to the Company and, accordingly, the Offering may be deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Other than subscription agreements between such related parties and the Company relating to the issuance of the Units pursuant to the Offering, the Company has not entered into any agreement with an interested party or a joint actor with an interested party in connection with the Offering. The Company expects that the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(1)(a)) as the fair market value of the related party transactions are not expected to be more than 25% of the market capitalization of the Company. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, and these securities will not be offered or sold in any jurisdiction in which their offer or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws of the United States. Accordingly, these securities will not be offered or sold to persons within the United States unless an exemption from the registration requirements of the 1933 Act and applicable state securities laws is available
For further information, please contact:
Boom Capital Markets
Canada House Wellness Group Inc.
Chris Churchill-Smith, CEO
ABOUT CANADA HOUSE WELLNESS GROUP INC.
Canada House is an experienced, integrated medical cannabis company providing patient-specific cannabinoid therapy products and services through its clinics and licensed producer. Canada House is the parent company of Canada House Clinics Inc., Knalysis Technologies and Abba Medix Corp. For more information, please visit www.canadahouse.ca or www.sedar.com.
Cautionary Statement Regarding Forward Looking Information. This press release contains forward-looking statements, including statements that relate to, among other things, the Company’s clinic, production and technology businesses, its future plans, the Company’s markets, objectives, goals, strategies, intentions, beliefs, expectations and estimates, and can generally be identified by the use of words such as “may”, “will”, “could”, “should”, “would”, “likely”, “possible”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “objective” and “continue” (or the negative thereof) and words and expressions of similar import. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements.
Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Material assumptions used to develop forward-looking information in this news release include, among other things, the regulations related to cannabis use under the Access to Cannabis for Medical Purposes Regulations and the act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts, passed by the Canadian Federal government, making cannabis legal for recreational use by October 17, 2018; Company liquidity and capital resources, including the availability of additional capital resources to fund its activities; level of competition; the ability to adapt products and services to the changing market; the ability to attract and retain key executives; and the ability to execute strategic plans. Additional information about material factors that could cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements may be found in the Company’s most recent annual and interim Management’s Discussion and Analysis under “Risk and Uncertainties” as well as in other public disclosure documents filed with Canadian securities regulatory authorities. The Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements contained in this document, whether as a result of new information, future events or otherwise, except as required by law.
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.