NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Toronto – March 4, 2020 (CNW) – Canada House Wellness Group Inc. (CSE: CHV) (“Canada House” or the “Company”), is pleased to announce that it has closed a Non-Brokered financing of units (“Units”) resulting in the issuance of 93,771,428 Units for total gross proceeds to the Company of $2,625,600 (the “Offering”).
Each Unit was sold at a price of $0.028 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 is exercisable into one Common Share at an exercise price of $0.05 for a period of 36 months following the closing date of the Offering. The net proceeds from the Offering are expected to be used for general operating and working capital purposes.
All securities issued in connection with the Offering are subject to a statutory hold period expiring four months and one day after the closing of the Offering. Completion of the Offering is subject to regulatory approval.
The Company may issue up to a further 13,371,428 Units under the Offering for gross proceeds of $374,400.
None of the securities issued have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
An insider of the Company subscribed to 10,714,286 Units for gross proceeds of $300,000. As a result, the subscription by such insider is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such subscription is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such person exceeded 25% of the market capitalization of Canada House. The material change report in connection with the Offering was not filed 21 days in advance of the issuance for the purposes of Section 5.2(2) of MI 61-101 on the basis that the closing of the Offering is to occur prior to such 21 day period.
About Canada House Wellness Group Inc.
Canada House Wellness Group Inc. is the parent company of Abba Medix Corp., a Licensed Producer in Pickering, Ontario that produces high quality medical grade cannabis; Canada House Clinics Inc., with clinics across the country that work directly with primary care teams to provide specialized cannabinoid therapy services to patients suffering from simple and complex medical conditions; and Knalysis Technologies, a provider of fully customizable, cloud-based software that links physician, provider, and patient to data that supports treatment with medical cannabis.
Canada House Wellness Group’s goal is to become the leading cultivator of premium craft cannabis and provider of cannabinoid therapy, targeting the medical cannabis markets globally. Please visit www.canadahouse.ca or the Company’s public filings at www.sedar.com.
Canada House Wellness Group Inc.
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.