Lotus Announces Construction Start, Private Placement and Terms of Cannabis Wheaton Streaming Deal
20 July 2017 - 11:46PM
Lotus Ventures Inc. (“
Lotus” or the
“
Company”) (CSE:J) is pleased to announce a
non-brokered private placement offering (the
“
Offering”), the start of facility construction,
provide details on its streaming agreement with Cannabis Wheaton
Income Corp. (“
CBW”) and an update on the
regulatory licensing process.
Licensing Update
As of May 2017, Health Canada has introduced
several improvements that aim to streamline the licensing of
medical cannabis producers. These measures include increasing the
department’s capacity to review and process applications,
undertaking certain stages of the application review concurrently,
permitting licensed producers to manage production on the basis of
their vault capacity and issuance of “cultivation licenses” upon
completion of the “Detailed Review and Security Clearance” stage.
These announcements are significant milestones on the Company’s
path to becoming an important participant in the rapidly developing
Canadian regulated cannabis market. Lotus has received normal
course communications, as many applicants have, from Health Canada
and responded to those communications. Based on the status of the
application Lotus is preparing to commence construction of the
facility in the month of July.
Private Placement
The Offering will consist of up to 6,666,666
units (“Units”) at a purchase price of $0.30 per
Unit, for aggregate gross proceeds of up to $2,000,000. Each Unit
will consist of one common share in the capital of the Company
(“Common Share”) and one half of one common share
purchase warrant (“Warrant”). Each full Warrant
will entitle the holder to purchase one Common Share for a period
of three years from the date of issuance, at a purchase price of
$0.35. The company may pay a 5% cash finders fee. The Offering is
expected to close on or before September 1, 2017. Lotus has
received a lead order of $1,000,000 from the principal of a
strategic partner of the Company. The proceeds from the Offering
will be used for working capital and fund the construction of the
first production facility.
Cannabis Wheaton Income
Corp.
Under the terms of Lotus' binding interim
agreement with CBW, CBW has agreed to subscribe for $5 million
worth of Common Shares in the capital of Lotus (the
"Initial Subscription") at price per Common Share
equal to three times (3x) the closing price of Lotus stock at the
date immediately prior to the Initial Subscription. The Initial
Subscription is conditional upon, among other things, (i)
completion of CBW's satisfactory due diligence review of Lotus;
(ii) the parties mutually agreeing to Lotus' construction budget,
design and timeline to build the facility; and (iii) Lotus
receiving an “Affirmation E-mail” from Health Canada. Upon
completion of the Initial Subscription, CBW shall receive 50% of
the proceeds (net of certain costs) of future wholesale or
retail sales completed by Lotus with respect to cannabis produced
in Lotus’ facility (the “Facility”) for a period
of 10 years.
Additionally, CBW has a right of first refusal
to finance any proposed expansion of the Facility, within certain
pre-determined parameters, in an amount up to $7 million by way of
a subscription for additional Common Shares in the capital of Lotus
(the "Expansion Subscription"). Such Expansion
Subscription to be completed at a price per Common Share equal to
three times (3x) the closing price of Lotus stock at the date
immediately prior to the Second Subscription. Should CBW exercise
its right of first refusal and complete the Expansion Subscription,
CBW shall receive 50% of the proceeds (net of certain costs) of
future wholesale or retail sales completed by Lotus with respect to
cannabis produced in the expansion area of the Facility for a
period of 10 years.
Chuck Rifici, chief executive officer of
Cannabis Wheaton, commented: "We are delighted to be partnering
with Lotus and its first-class management team in the buildout of
its facility and expansion near Armstrong, British Columbia. Lotus
is an important strategic partner for Cannabis Wheaton and enhances
the overall strength of our platform."
Dale McClanaghan, chief executive officer of
Lotus, remarked: "We are pleased to move forward with this
strategic relationship with Cannabis Wheaton for the buildout of
our first facility and subsequent expansion. We look forward to
this mutually beneficial relationship as we advance both of our
respective companies."
About Lotus Ventures
Lotus is a late stage applicant for a license
under the Access to Cannabis for Medical Purposes Regulations.
Lotus has designed its facility for the unique requirements of
growing cannabis. It is a combination of a complete and flexible
computer controlled air flow and relative humidity to provide the
best growing environment and design elements providing a
pharmaceutical grade environment to avoid contamination. Lotus
believes that this will result in it having a low production cost
per gram and quality product. This approach to the cannabis
industry has made Cannabis Wheaton a natural strategic partner.
About Cannabis Wheaton
Backed by a team of industry experts, Cannabis
Wheaton is the first cannabis streaming company in the world. Its
streams will include production from across Canada coming from its
partners composed of licensed producers of cannabis (LP) and LP
applicants. Cannabis Wheaton's mandate is to facilitate real growth
for the company's streaming partners by providing them with
financial support and sharing the company's collective industry
experience.
ON BEHALF OF THE BOARDLotus Ventures
Inc."Dale McClanaghan" Dale McClanaghan, President and
CEO
For further information, contact: Dale
McClanaghan, President and CEO - (604) 644-9844
Forward-Looking Information
This news release contains certain
"forward-looking information" within the meaning of applicable
Canadian securities law. Forward-looking information is frequently
characterized by words such as "plan", "continue", "expect",
"project", "intend", "believe", "anticipate", "estimate", "may",
"will", "potential", "proposed" and other similar words, or
information that certain events or conditions "may" or "will"
occur. This information is only a prediction. Various assumptions
were used in drawing the conclusions or making the projections
contained in the forward-looking information throughout this news
release. Forward-looking information includes, but is not limited
to: receipt of regulatory approvals of the Offering, inability to
complete the Offering on the proposed terms or at all, delays in
obtaining or inability to obtain required government or other
regulatory approvals, including licenses to cultivate cannabis,
regulatory or political change, competition and other risks
affecting the Company in particular and the medical cannabis
industry generally. Forward-looking information is based on the
opinions and estimates of management at the date the information is
made, and is subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ
materially from those projected in the forward-looking information.
The Company is under no obligation, and expressly disclaims any
intention or obligation, to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as expressly required by applicable law.
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 or to, or for the account or benefit of, U.S.
persons absent registration or an applicable exemption from the
registration requirements. This news 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 Canadian Securities Exchange does not
accept responsibility for the adequacy or accuracy of this
release.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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