Doja Cannabis arranges $15-million debenture offering
DOJA CANNABIS Company Ltd. has entered into an agreement with Canaccord Genuity Corp., as lead underwriter on behalf of a syndicate of underwriters, pursuant to which the underwriters have agreed to purchase, on a bought-deal, private-placement basis, 15,000 units of the company, each initial unit comprising one senior unsecured convertible debenture of the company and 403 common share purchase warrants of the company in the capital of the company at a price of $1,000 per unit for aggregate gross proceeds of $15-million.
Each convertible debenture shall be convertible into common shares of the company at a price of $1.24 per share for a period of three years following the closing date (as defined herein). Each warrant entitles the holder to acquire one common share at a price of $1.86 for a period of three years from the closing date.
The convertible debentures shall bear simple interest at a rate of 8.0 per cent per annum from the date of issue and payable semi-annually in arrears on the last day of December and June in each year, commencing June 30, 2018. Interest will be computed on the basis of a 360-day year composed of 12 30-day months. The June 30, 2018, interest payment will represent accrued interest for the period from the closing date to June 30, 2018.
The underwriters shall have the option to acquire up to an additional 2,250 units on the same terms as the initial units for additional gross proceeds of up to $2.25-million, exercisable by Canaccord Genuity (on behalf of the underwriters) at any time up to 48 hours prior to the closing date. The underwritten offering together with the underwriter option constitutes the offering.
The convertible debentures will be senior unsecured obligations of the company and rank pari passu in right of payment of principal and interest with all other convertible debentures issued under the offering and all previously existing senior unsecured indebtedness of the company.
The convertible debentures and the warrants comprising the units and any common shares issuable upon conversion or exercise thereof, as applicable, will be subject to a statutory hold period lasting four months and one day following the closing date.
Beginning on the date that is four months plus one day following the closing date, should the daily volume-weighted average trading price of the common shares be greater than $1.86 for any 10 consecutive trading days on the Canadian Securities Exchange, the company may give notice to all holders of outstanding convertible debentures of the mandatory conversion of all of the then-outstanding convertible debentures at the conversion price, such conversion taking place not less than 30 days after the date of the notice.
The company intends to use the net proceeds of the offering for capital projects and for general corporate purposes. Closing of the offering is expected to occur on or about Dec. 28, 2017. The offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the exchange.
About Doja Cannabis Company Ltd.
Doja is a premium cannabis lifestyle brand growing high-quality handcrafted cannabis flower. Doja’s wholly owned subsidiary is a licensed producer of cannabis under the ACMPR that has requested its presale s licence inspection, the last step prior to receiving a licence to sell cannabis under the ACMPR. Doja’s state-of-the-art ACMPR-li-censed production facility is located in the heart of British Columbia’s picturesque Okanagan Valley. Doja was founded by the proven entrepreneurial team that started SAXX Underwear.
We seek Safe Harbor.
Jeffrey Barber, Patrick Brauckmann, Ryan Thomas Foreman, William Trent Kitsch, Stewart Thornhill
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