NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Emerald Health Therapeutics, Inc. (TSX-V:EMH) ("Emerald" or the
“Company”) has entered into a binding term sheet with a single
Canadian institutional accredited investor (the “Investor”) under
which the Investor has agreed, subject to certain customary
conditions, to purchase 3,000,000 units of the Company (the
“Units”) at a price of $6.00 per Unit for total gross proceeds of
$18,000,000 (the “Offering”). The securities forming the Units will
be qualified under a shelf prospectus supplement to be filed by
Emerald prior to closing.
Each Unit will consist of one common share of
the Company and one common share purchase warrant (a “Warrant”).
Each Warrant will entitle the Investor to acquire one common share
of the Company (a “Warrant Share”) at a price of $7.00 per Warrant
Share for a period of six months following the closing of the
Offering. If the closing sale price of the Company’s common shares
(the “Common Shares”) on the TSX Venture Exchange or other
principal exchange upon which the Company’s shares are traded is
greater than $8.50 per Common Share for a period of five
consecutive trading days at any time after the closing of the
Offering, the Company may accelerate the expiry date of the
Warrants by giving notice to the Investor and in such case the
Warrants will expire on the 15th day after the date on which the
notice is given by the Company.
The Investor has also agreed to purchase from
Emerald Health Sciences Inc. (“Sciences”), a control person of the
Company, 2,000,000 Common Shares held by Sciences at a price of
$6.00 per share (the “Secondary Sale”). The Secondary Sale will
close concurrently with the closing of the Offering.
The Company intends to use the net proceeds of
the Offering for its production and R&D-related growth plans,
working capital and general corporate purposes.
The Units and the Common Shares to be sold under
the Secondary Sale will be offered by way of a shelf prospectus
supplement to be filed in all of the provinces of Canada, except
Quebec, pursuant to National Instrument 44-101 - Short Form
Prospectus Distributions.
The closing date of the Offering and the
Secondary Sale is expected to be on or about February 13, 2018 and
is subject to certain conditions including, but not limited to, the
Investor being satisfied with the results of its due diligence, no
material adverse change in the affairs of the Company and the
receipt of all necessary approvals, including the approval of the
TSX Venture Exchange and the applicable securities regulatory
authorities.
The Investor has also agreed to exercise
3,000,000 warrants of the Company which it holds. The warrants were
originally issued by the Company to the Investor on January 9, 2018
and are exercisable at a price of $6.00 per Common Share at any
time prior to January 9, 2021. The warrants are to be exercised
within three days of closing.
This press release will not constitute an offer
to sell or the solicitation of an offer to buy nor will there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
United States Securities Act of 1933, as amended, and applicable
state securities laws.
Emerald Health Therapeutics, Inc.
Emerald Health Therapeutics, Inc. (TSX-V:EMH) operates through
Emerald Health Botanicals Inc. ("Botanicals"), a wholly owned
subsidiary and Licensed Producer under Canada’s Access to Cannabis
for Medical Purposes Regulations. Through Botanicals, Emerald is
authorized to produce and sell dried medical cannabis flower and
medical cannabis oil. It currently operates an indoor facility in
Victoria, BC, and is building a 500,000 s.f. greenhouse on 32 acres
in Metro Vancouver, with expansion potential to 1 million s.f. to
serve the anticipated legal Canadian adult-use cannabis market
starting in 2018. Emerald also owns 50% of Pure Sunfarms Inc., a
partnership with Village Farms International Inc. that is
converting an existing 1.1 million s.f. greenhouse in Delta, BC
from growing tomatoes to growing cannabis. Emerald’s team is highly
experienced in life sciences, product development and large-scale
agribusiness. Emerald is part of the Emerald Health group, which is
broadly focused on developing pharmaceutical, botanical and
nutraceutical products designed to provide wellness and medical
benefits by interacting with the human body’s endocannabinoid
system.Please visit www.emeraldhealth.ca for more information.
Cautionary Statements Regarding Forward Looking
Information
Certain statements in this press release constitute
forward-looking statements, within the meaning of applicable
securities laws. All statements that are not historical facts,
including without limitation, statements regarding future
estimates, plans, programs, forecasts, projections, objectives,
assumptions, expectations or beliefs of future performance, are
"forward-looking statements".
We caution you that such "forward-looking statements" involve
known and unknown risks and uncertainties that could cause actual
and future events to differ materially from those anticipated in
such statements. Forward-looking statements include, but are not
limited to, the filing and effectiveness of the prospectus
supplement; the use of proceeds from the Offering; the anticipated
closing date of the Offering and the Secondary Sale; exercise of
the Investor’s existing warrants; the development, expansion and
conversion of greenhouse facilities; and the starting of adult-use
cannabis market in 2018.
Emerald Health Therapeutics Inc. does not intend, and does not
assume any obligation, to update these forward-looking statements
except as required by law. These forward-looking statements involve
risks and uncertainties relating to, among other things, failure to
meet the conditions of closing of the Offering; uncertainty with
respect to the completion of the Offering; filing of the shelf
prospectus supplement; the ability to obtain applicable regulatory
approval for the Offering and the Secondary Sale; the ability of
the Company to negotiate and complete future funding transactions;
variations in market conditions; and other risk factors described
in the Prospectus and the Company's other filings with the
applicable Canadian securities regulators, which may be viewed
at www.sedar.com. Actual results may differ materially from
those expressed or implied by such forward-looking statements.
For investor and media contacts:
invest@emerald.care
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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