Calgary, Alberta–(Newsfile Corp. – September 9, 2019) – Lifestyle Global Brands Limited (TSXV: GBE.V) (“Lifestyle Global” or the “Company“) (“LGBL“), Lifestyle Global Brands Corp. (“LGBC“) and CannHeath Group Limited (“CannHealth“) announce that they have terminated the engagement letter with Richardson GMP Limited with respect to the previously announced proposed brokered private placement of subscription receipt of LGBC (“Subscription Receipts“).
Instead, Lifestyle Global, LGBC and CannHealth are pleased to announce that the private placement for Subscription Receipts will be conducted on a non-brokered basis (the “Private Placement“), for a minimum of $5,000,000 of Subscription Receipts and a maximum of $20,000,000 of Subscription Receipts at a price of $0.65 per Subscription Receipt.
The Private Placement is being conducted in connection with the share purchase agreement dated April 18, 2019 (the “Share Purchase Agreement“) pursuant to which Lifestyle Global will acquire all of the issued and outstanding ordinary shares of CannHealth (the “Proposed Transaction“). CannHealth is a specialty beverage company and upon completion of the Proposed Transaction, the issuer resulting from the Proposed Transaction (the “Resulting Issuer“) will carry on the business previously carried on by CannHealth. It is anticipated that upon completion of the Proposed Transaction, the shares of the Resulting Issuer will be delisted from the TSX Venture Exchange and will be listed on the Canadian Securities Exchange. Details of the Proposed Transaction are set forth in the Company’s May 8, 2019 news release, a copy of which is available on the Company’s profile at www.sedar.com.
General Information about the Private Placement
Each Subscription Receipt will be automatically exchanged, upon satisfaction of certain escrow conditions, into one unit of LGBC (a “Unit“). Each Unit shall consist of one LGBC common share (each an “Underlying Share“) and one-half of one LGBC common share purchase warrant (each an “Underlying Warrant“). Each whole Underlying Warrant will entitle the holder thereof to acquire one LGBC common share at an exercise price of $0.90 for a period of 24 months from the date the ordinary shares of the Resulting Issuer (“Resulting Issuer Shares“) are listed on the Canadian Stock Exchange (the “Listing“). Concurrent with the completion of the Proposed Transaction, each Underlying Share and Underlying Warrant will be exchanged for one Resulting Issuer Share and one Resulting Issuer Share purchase warrant, respectively. If the escrow conditions are not met by the release deadline, all subscription proceeds will be returned to the subscribers without deduction.
It is expected that certain finders may receive a cash commission and compensation warrants (the “Compensation Warrants“). Each Compensation Warrant will entitle the holder thereof to acquire one Unit at an exercise price of $0.90 for a period of 24 months following the Listing. Concurrent with the completion of the Proposed Transaction, each Compensation Warrant will be exchanged for one Resulting Issuer Share and one-half of one Resulting Issuer Share purchase warrant.
The net proceeds of the Private Placement are intended to be used by the Resulting Issuer for expansion of its operations and general corporate purposes.
The Lifestyle Global Shares are currently halted from trading and are not expected to resume trading until completion of the Proposed Transaction.
Investors are cautioned that, except as disclosed in the Listing Statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Lifestyle Global should be considered highly speculative.
Neither the TSX Venture Exchange nor the Canadian Securities Exchange have passed upon the merits of the Proposed Transaction and have not approved nor disapproved the contents of this news release.
For further information please contact:
Lifestyle Global Brands Limited
Michael Kahn, Director and CFO
CannHealth Group Limited
Daniel Lanskey, Chairman
Telephone: +61 451 558018
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes”, an or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would” , “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the Proposed Transaction, the Private Placement, including the anticipated closing date of the Private Placement, the Listing, and the business and operations of the Resulting Issuer as the case may be. This forward-looking information reflects the Company’s current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. These assumptions include, but are not limited to: the market acceptance of the Private Placement; the ability of LGBC to complete the Private Placement in a timely manner; the completion of satisfactory due diligence by the Company in relation to the Proposed Transaction; the satisfactory fulfilment of all of the conditions precedent to the Proposed Transaction; the receipt of all required approvals for the Proposed Transaction; market acceptance of the Proposed Transaction. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market price for securities; and the delay or failure to receive board, shareholder, court or regulatory approvals. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company’s disclosure documents on the SEDAR website at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law neither Lifestyle Global, CannHealth, nor LGBC assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release. The Lifestyle Global Shares have not been and will not 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 requirement. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in the Unites States, or any other jurisdiction, in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not 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 registration requirements.
NOT FOR DISSEMINATION DIRECTLY, OR INDIRECTLY IN THE UNITED STATES
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