Montreal, Québec – February 16, 2018 – LGC Capital Ltd. (TSXV: LG) (“LGC“) is pleased to announce that it has completed its previously-announced bought-deal private placement, including a partial exercise of the underwriter’s option, by issuing 18,515,000 units at a price of $0.435 per unit for gross proceeds to LGC of $8,054,025. The units were sold to “accredited investors” in Canada and internationally through Cormark Securities Inc. as underwriter. Each of the units is comprised of one common share and one common share purchase warrant. Each full warrant entitles its holder to subscribe for one additional LGC common share at an exercise price of $0.49 for 36 months from the closing date. In the event that the volume weighted average trading price of LGC’s shares on the TSX Venture Exchange for a period of 20 consecutive trading days commencing four months from the closing date is at least $0.65, LGC will be entitled to send a notice to the holders of the warrants accelerating the expiry date of the warrants to a date not less than 30 trading days after the date of such notice.
As previously announced, LGC will use the net proceeds from the private placement to meet its obligations within LGC’s current cannabis investment portfolio, for further investments, and for working capital.
John McMullen, CEO of LGC commented, “LGC would like to thank the banking and legal teams for their tireless efforts to close this funding into LGC from a major international institutional investor in the global cannabis sector. We now have more than CAD $16,400,000 cash on hand and are well funded to execute our already announced growth strategy with respect to current investments and build-outs. This new funding adds considerable financial capabilities for LGC to seek additional investments for our portfolio in the legalized medical cannabis sector globally, with the intended focus of leading to revenue-generating activities for LGC and its shareholders.”
At closing, LGC paid a cash commission to Cormark Securities, as underwriter, in an amount equal to 6% of the gross proceeds from the private placement. In addition, LGC issued 1,110,900 “broker warrants” to Cormark Securities, representing 6% of the number of units issued and sold in the private placement. Each of the “broker warrants” entitles its holder to purchase one additional unit at the offering price of $0.435 for a period of three years from the closing date of the private placement.
The securities issued at the closing are subject to a “hold period” which expires on June 17, 2018.
In connection with the private placement, each of LGC’s six directors and officers has entered into a Lock-up Agreement with Cormark Securities under which they have agreed not to sell any LGC common shares or any securities convertible or exchangeable into LGC common shares for a period of 120 days from the closing date of the private placement without the prior consent of Cormark Securities, subject to limited exceptions.
LGC also announces that it has loaned an aggregate of $210,328 to three of LGC’s directors and/or officers in order to fund the exercise by them of LGC stock options and an additional $442,853 to fund the payment by them of related taxes. The loans, which do not bear interest, must be repaid within two years and are subject to approval by the TSX Venture Exchange.
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 will not be 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 United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws of the United States. Accordingly, these securities will not be offered or sold to persons within the United States unless an exemption from the registration requirements of the 1933 Act and applicable state securities laws is available.
About LGC (http://www.lgc-capital.com)
LGC Capital Ltd. is a Canadian incorporated public company listed on the TSX Venture Exchange (TSXV: LG). LGC’s objective is to become a diversified business group with core business divisions that provide shareholders with exposure to a diverse range of businesses, products and services.
For further information:
John McMullen, Chief Executive Officer
Tel: +1(416) 803-0698
Anthony Samaha, Chief Financial Officer
Tel.: +44 (0) 20 7440 0640
Investor Relations contact:
The Howard Group Inc.
Dave Burwell, Vice President
Tel: +1(403) 221-9015
Toll-Free in Canada: 1-888-221-0915,
This press release may contain forward-looking statements with respect to LGC Capital Ltd. (“LGC”) and Habi Pharma Pty Ltd (“Habi Pharma”), and their respective operations, strategy, investments, financial performance and condition. These statements generally can be identified by use of forward- looking words such as “may”, “will”, “expect”, “estimate”, “anticipate”, “intends”, “believe” or “continue” or the negative thereof or similar variations. The actual results and performance of LGC and Habi Pharma could differ materially from those expressed or implied by such statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Some important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, government regulation and the factors described under “Risk Factors and Risk Management” in LGC’s Management’s Discussion and Analysis for the fiscal year ended September 30, 2017, as filed on SEDAR (www.sedar.com). The cautionary statements qualify all forward-looking statements attributable to LGC and persons acting on its behalf. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release and neither LGC nor Habi Pharma has any obligation to update such statements, except to the extent required by applicable securities laws.
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