SugarBud Craft Growers Corp. (“
SugarBud” or the
“
Company”) (trading as Relentless Resources Ltd.)
is pleased to announce the results of its rights offering (the
“
Rights Offering”) to holders
(“
Shareholders”) of common shares (“
Common
Shares”) of SugarBud. Under the Rights Offering,
Shareholders subscribed for and purchased an aggregate of
110,261,353 units (each, a “
Unit”) for total
approximate proceeds of $7.4 million, of which an aggregate of
approximately $1.5 million worth of Units was purchased by
insiders, management, and key shareholders of the Company. Units
were subscribed for at a price of $0.0675 per Unit. Each Unit will
consist of one Common Share and one half of one Common Share
purchase warrant (a “
Warrant”), with each whole
Warrant entitling the holder thereof to purchase one Common Share
at a price of $0.10 until September 12, 2023.
Mr. Jeff Swainson, Chief Financial Officer of
SugarBud stated: “This highly successful Rights Offering for
proceeds of $7.4 million demonstrates the continued support
provided by SugarBud’s shareholders, and the belief that they have
in our hybrid business model. We previously announced a
$17.65 million non-dilutive credit facility with Farm Credit Canada
and we have now achieved a significant equity investment led by our
devoted insider group and new institutional shareholders. Under a
full development we will have the luxury of an appropriate capital
structure and a very low cost of capital, and at this stage we do
not require any further dilution. In addition to our
successful financings, which demonstrate strong access to capital,
we are moving diligently to finalize Change of Business, to close
the Grunewahl acquisition, and to close the second tranche of the
Inner Spirit investment. Perhaps most importantly, we continue to
execute on the construction of Phase 1 of our 29,800 square foot
Stavely, Alberta aeroponic cannabis cultivation facility, which is
currently progressing on-time and on-budget.”
The Company also announces that it continues to
work diligently with the TSX Venture Exchange
(“TSXV”) to obtain approval in respect of a series
of transactions (the “Transactions”) that will
collectively constitute a “Change of Business” of the Company from
an exclusively oil and gas company to an emerging cannabis and oil
and gas company. The Transactions include, without limitation: (i)
the completion of the Rights Offering; (ii) the acquisition (the
“Acquisition”) of Grunewahl Organics Inc.
(“Grunewahl”); (iii) the second tranche of a
strategic investment with Inner Spirit Holdings Ltd.
(“Inner Spirit”); (iv) the
entering into of a strategic alliance agreement with Inner Spirit
that will govern the on-going business relationship of the parties;
and (v) the appointment of Darren Bondar, Chief Executive
Officer of Inner Spirit, as a director of SugarBud.
Grunewahl is a late stage applicant under Health
Canada’s Access to Cannabis for Medical Purposes Regulations
(“ACMPR”). The Grunewahl Acquisition will
not close until the Company receives approval of “Change of
Business” from the TSXV and current shareholders of Grunewahl will
not receive their SugarBud Common Shares until the Acquisition
closes.
Closing of the Transactions (including the
Rights Offering) is subject to a number of conditions including,
but not limited to: TSXV approval of the Change of Business;
approval of the Transactions by greater than 50.1% of Shareholders
by written consent (which has been achieved); and closing
conditions customary to transactions of the nature of the
Transactions. The Acquisition was approved by Grunewahl’s
shareholders at a special meeting held on September 11, 2018.
The Rights Offering will result in the issuance
of 110,261,353 Common Shares and 55,130,677 Warrants underlying the
Units, following which the Company will have 330,784,059 Common
Shares and 146,001,083 Warrants outstanding. No Units will be
issued in connection with the Rights Offering.
The Company is unable to determine when
Shareholders will receive their Common Shares and Warrants issued
as a result of their participation in the Rights
Offering.
Upon completion of the Transactions, the Company
intends to use the proceeds of the Rights Offering to fund an
aeroponic cannabis cultivation facility at Stavely, Alberta, which
is currently under construction.
Upon completion of the Transactions, the Company
intends to be listed on the TSXV as a Tier 2 Life Sciences Issuer.
Trading in the common shares of the Company is expected to commence
on the TSXV under the name “SugarBud Craft Growers Corp.” and the
symbol “SUGR” following the issuance by the TSXV of its final
bulletin in respect of the Transactions.
The Company also announces that, pursuant to the
terms and conditions of its stock option plan, it has granted an
aggregate of 10,150,000 stock options to purchase Common Shares to
directors and officers of the Company. The options expire five
years from the date of grant and are exercisable at a price of
$0.11 per Common Share. The options vest as to one third on the
grant date and one third on each of the first and second
anniversaries of the grant date.
The Company also announces the resignation of
Stanley Swiatek from the board of directors of the Company. The
Company thanks Mr. Swiatek for his contributions.
About SugarBud Craft Growers
Corp.
SugarBud is a Calgary based emerging cannabis
and oil and natural gas company engaged in the development,
acquisition and production of cannabis and natural gas and crude
oil reserves in Alberta.
For further information regarding this news
release, please contact:
Craig KolochukPresident & Chief
Executive Officer SugarBud Craft Growers Corp. Phone:
(403) 875-5665 E-mail: craigk@sugarbud.ca |
Jeff SwainsonChief Financial
Officer SugarBud Craft Growers Corp. Phone: (403)
796-3640 E-mail: jeffs@sugarbud.ca |
Investor Relations ContactGary
Perkins, PresidentTekkfund Capital Corp.Tel: (416) 882-0020E-mail:
garyperkins@rogers.com
Website: http://www.sugarbud.ca/
Address: Suite 620, 634 ‐ 6th Avenue S.W.,
Calgary, Alberta T2P 0S4
Telephone: 403‐532‐4466Fax: 587‐955‐9668
Reader Advisory
Completion of the Transactions (including the
Rights Offering) is subject to a number of conditions, including
but not limited to, TSXV acceptance and Shareholder approval.
Investors are cautioned that, except as disclosed in the filing
statement to be filed in connection with the Transactions, any
information released or received with respect to the Transactions
may not be accurate or complete and should not be relied
upon. There can be no assurance that the Transactions will be
completed as proposed or at all. Trading in the securities of
SugarBud should be considered highly speculative. The TSXV has in
no way passed upon the merits of the Transactions and has neither
approved nor disapproved of the contents of this news release.
Neither the TSXV nor its regulation
services provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this
release.
Forward Looking and Cautionary
Statements
This news release may include forward-looking
statements including opinions, assumptions, estimates, the
Company’s assessment of future plans and operations, and, more
particularly, statements concerning the completion of the
Transactions (including the Rights Offering), the use of proceeds
of the Rights Offering and the trading in the common shares of the
Company under the new name and new symbol. When used in this
document, the words “will,” “anticipate,” “believe,” “estimate,”
“expect,” “intent,” “may,” “project,” “should,” and similar
expressions are intended to be among the statements that identify
forward-looking statements. The forward-looking statements are
founded on the basis of expectations and assumptions made by the
Company which include, but are not limited to, the timely receipt
of all required securityholder, TSXV and regulatory approvals and
the satisfaction of other closing conditions in accordance with the
terms of the amalgamation agreement entered into between SugarBud
and Grunewahl and the investment agreement entered into between
SugarBud and Inner Spirit. Forward-looking statements are subject
to a wide range of risks and uncertainties, and although the
Company believes that the expectations represented by such
forward-looking statements are reasonable, there can be no
assurance that such expectations will be realized. Any number of
important factors could cause actual results to differ materially
from those in the forward-looking statements including, but not
limited to: regulatory and third party approvals, including receipt
of cultivation and sales licenses from Health Canada, not being
obtained in the manner or timing anticipated; the ability to
implement corporate strategies; the state of domestic capital
markets; the ability to obtain financing; changes in general market
conditions; industry conditions and events; the size of the medical
marijuana market and the recreational marijuana market; government
regulations, including future legislative and regulatory
developments involving medical and recreational marijuana;
construction delays; competition from other industry participants;
and other factors more fully described from time to time in the
reports and filings made by the Company with securities regulatory
authorities. Please refer to the Company’s annual information form
(“AIF”) and management’s discussion and analysis (“MD&A”) for
the year ended December 31, 2017 for additional risk factors
relating to the Company. The AIF and MD&A can be accessed under
the Company’s profile on www.sedar.com.
Except as required by applicable laws, the Company does not
undertake any obligation to publicly update or revise any
forward-looking statements.
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