Nabis Holdings Announces Closing of $35 Million Private Placement of Debenture Units
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, March 26, 2019 (GLOBE NEWSWIRE) -- Innovative Properties Inc. dba Nabis Holdings (CSE:NAB; OTC:INNPF, FRA:7IP) (“Nabis” or the “Company”) today announced that, further to its news release dated March 7, 2019, the Company has completed a private placement offering of debenture units (“Debenture Units”) of Nabis at the issue price of C$1,000 per Debenture Unit for gross proceeds of $35,088,000, including the partial exercise of the Agents’ option (the “Offering”). The Offering was co-led by Canaccord Genuity Corp. and Eventus Capital Corp., together with a syndicate of agents that included Desjardins Securities Inc. (collectively, the “Agents”).
Each Debenture Unit is comprised of C$1,000 principal amount of unsecured convertible debentures of Nabis (the “Convertible Debentures”) and 1,111 common share purchase warrants of Nabis (the “Warrants”). Each Warrant shall be exercisable to acquire one common share of Nabis (“Common Share”) at an exercise price of C$1.10 per Common Share (“Exercise Price”) until March 26, 2022 (the “Expiry Date”).
The Convertible Debentures will mature on March 26, 2022 (the “Maturity Date”) and will bear interest at 8.0% per annum, payable on the last day of each calendar quarter. The Convertible Debentures are convertible, at the option of the holder, into Common Shares at any time prior to the close of business on the last business day immediately preceding the Maturity Date at a conversion price of C$0.90 per Common Share (the “Conversion Price”). At any time after July 27, 2019, the Company may force the conversion of all of the principal amount of the then outstanding Convertible Debentures at the Conversion Price if the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange (the “CSE”) is greater than C$1.65 for the preceding 10 consecutive trading days. Holders having their Convertible Debentures converted will receive accrued and unpaid interest thereon in cash. After March 26, 2020, the Company may redeem, upon giving the Convertible Debenture holders not less than 30 days’ and not more than 60 days’ notice, the Convertible Debentures at a price equal to the then outstanding principal amount, including all accrued and unpaid interest.
Commencing on July 27, 2019, the Company may accelerate the Expiry Date of the Warrants if the daily volume weighted average trading price of the Common Shares on the CSE is greater than C$2.50 for the preceding 10 consecutive trading days. If the Company exercises its Warrant acceleration right, the new Expiry Date of the Warrants will be not less than 30 days following the notice of such exercise. Further details on the Debenture Units can be found in the Company's filings on www.sedar.com.
The Agents received a cash commission on the sale of the Debenture Units of 6% of the gross proceeds of the Offering, plus expenses, including legal fees. The Agents also received 1,855,334 broker warrants, each carrying the right to purchase one unit (each, a “Broker Unit”) at a price of $0.90 per Broker Unit until March 26, 2021. Each Broker Unit consists of one Common Share and one Warrant.
The net proceeds of the Offering will be used to fund cannabis related investments, for strategic investment opportunities and for general working capital purposes.
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 were not 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 U.S. Securities Act of 1933, as amended, (the “Act”) or any state securities laws of the United States. Accordingly, these securities were not offered or sold to persons within the United States unless an exemption from the registration requirements of the Act and applicable state securities laws is available.
About Innovative Properties Inc. (dba Nabis Holdings)
Nabis Holdings is a Canadian investment issuer that invests in high quality cash flowing assets across multiple industries, including real property, securities, cryptocurrency, and all aspects of the U.S. and international cannabis sector. Led by two of the co-founders of MPX Bioceutical (CSE:MPX), one of the largest takeovers in the U.S. Cannabis space to date, the company has proven track record in emerging markets to create significant shareholder value. The Company is focused on investing across the entire vertically integrated aspects of the space with a focus on revenue generation, EBITDA and growth.
ON BEHALF OF THE BOARD OF DIRECTORS
CEO and Director
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The CSE does not accept responsibility for the adequacy or accuracy of this release.
All statements, other than statements of historical fact, included herein are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The risks are without limitations: that investments will be completed by the Company or completed upon the terms disclosed; the price for cannabis and related products will remain consistent and the consumer demand remains strong; availability of financing to the Company to develop the retail locations; retention of key employees and management; changes in State and/or municipal regulations of retail operations and changes in government regulations generally. Important factors that could cause actual results to differ, materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time with the Canadian Securities Exchange, the British Columbia Securities Commission, the Ontario Securities Commission and the Alberta Securities Commission.
Released March 26, 2019