non-brokered private placement – MJ Shareholders https://mjshareholders.com The Ultimate Marijuana Business Directory Thu, 16 Mar 2023 17:37:56 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.3 Lifeist Closes Non-Brokered Private Placement of Secured Convertible Debentures https://mjshareholders.com/lifeist-closes-non-brokered-private-placement-of-secured-convertible-debentures/ Thu, 16 Mar 2023 17:37:56 +0000 https://cannabisfn.com/?p=2972880

Ryan Allway

March 16th, 2023

News, Top News, Top Story


Provides Additional Capital to Fuel Expansion of Lifeist’s Cannabis and Nutraceuticals Businesses

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

TORONTO, March 16, 2023 (GLOBE NEWSWIRE) — Lifeist Wellness Inc. (“Lifeist” or the “Company”) (TSXV: LFST) (FRANKFURT: M5B) (OTCMKTS: NXTTF), a health-tech company that leverages advancements in science and technology to build breakthrough companies that transform human wellness, today announced that it has closed a non-brokered private placement (the “Offering”) of secured convertible debentures (the “Debentures”) for aggregate gross proceeds to the Company of $100,000 (the “Funded Amount”). The Company intends to use the proceeds from the Offering to help fuel expansion of Lifeist’s cannabis and nutraceuticals businesses, CannMart, Inc (“CannMart”) and Mira Cellular Sciences Inc. (“Mikra”), and general corporate purposes.

“Our ability to raise this growth capital at a premium to the current share price is directly tied to the recent progress CannMart has made with its in-house concentrates brand Roilty, and is a great vote of confidence in our cannabis business,” commented Meni Morim, Lifeist’s CEO. “Recent financial market challenges have made liquidity increasingly important. Lifeist is better capitalized today as we continue our path to profitability.”

The Debentures sold in the Offering carry a principal amount of $117,647 including an original issuance discount of 15% (“Principal Amount”), will not bear interest, and mature on March 15, 2024 (the “Maturity Date”). Holders of the Debentures will be entitled to convert the Funded Amount of the Debentures at any time on or prior to the Maturity Date into common shares of the Company at a conversion price of $0.065 (the “Conversion Price”), subject to standard adjustments. The repayment of the Principal Amount of the Debentures will be secured by a security agreement over specific equipment of the Company. This Offering is part of an offering by the Company of Debentures to raise up to a maximum of $450,000‎ to be completed in one or more tranches as the Company may determine. Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals. There can be no assurance that the Offering will be completed, whether in whole or in part.

There are no warrants and no finders fees associated with the Offering. Closing of the Offering is subject to regulatory approval, including that of the TSX Venture Exchange (“TSXV”).

The Debentures were offered and sold by private placement in Canada pursuant to exemptions from the prospectus requirements under National Instrument 45-106 – Prospectus Exemptions.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Lifeist Wellness Inc.

Sitting at the forefront of the post-pandemic wellness revolution, Lifeist leverages advancements in science and technology to build breakthrough companies that transform human wellness. Portfolio business units include: CannMart, which operates a B2B wholesale distribution business facilitating recreational cannabis sales to Canadian provincial government control boards including for CannMart Labs, a BHO extraction facility producing high margin cannabis 2.0 products; Australian Vaporizers, one of Australia’s largest online retailers of vaporizers and accessories; and Mikra, a biosciences and consumer wellness company developing and selling innovative therapies for cellular health.

Information on Lifeist and its businesses can be accessed through the links below:

www.lifeist.com
https://cannmart.com
https://www.roilty.co
https://wearemikra.com/
www.australianvaporizers.com.au

Contacts

Meni Morim, Lifeist Wellness Inc., CEO
Matt Chesler, CFA, FNK IR, Investor Relations
Ph: 647-362-0390
Email: ir@lifeist.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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.

Forward Looking Information

This news release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not historical in nature contain forward-looking information. Forward-looking information can be identified by words or phrases such as “may”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen.

The forward-looking information contained herein, including, without limitation, statements related to the anticipated timing of the closing of the Offering, the anticipated use of proceeds from the Offering, and the receipt of required approvals, are made as of the date of this news release and is based on assumptions management believed to be reasonable at the time such statements were made, including, without limitation, expectations that: the Company will have the ability to complete the Offering and/or utilize the proceeds on the terms and within the timelines anticipated; and the Company’s ability to obtain the required approvals to complete the Offering on the proposed terms and timeline. While we consider these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release. Such factors include, without limitation: the Company’s inability to complete the Offering and/or utilize the proceeds on the terms and within the timelines anticipated or at all; and the Company’s inability to obtain the required approvals to complete the Offering on the proposed terms or timeline or at all, and risks relating to the Company’s ability to execute its business strategy and the benefits realizable therefrom. Additional risk factors can also be found in the Company’s current MD&A which has been filed under the Company’s SEDAR profile at www.sedar.com. Readers are cautioned not to put undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Source: Lifeist Wellness Inc.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.


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Optimi Health Announces Closing Of Strategic Non-Brokered Private Placement https://mjshareholders.com/optimi-health-announces-closing-of-strategic-non-brokered-private-placement/ Tue, 11 Oct 2022 22:20:33 +0000 https://www.cannabisfn.com/?p=2965296 Highlights:

• $1.85 million in proceeds received through a strategic offering of units at $0.325 per unit with each unit comprised of one common share and one-half of one (1/2) Common Share purchase warrant exercisable at $0.50, for total potential proceeds of $3.27 million.

• Financing will fuel Optimi’s ongoing commercialization efforts, support new product development and provide necessary working capital to be strategic in the marketplace, with opportunities being explored in Oregon and Alberta.

• Chip Wilson, founder of lululemon athletica inc., is an advisor to the Company and health and wellness advocate.

• The Private Placement increases Chip’s ownership to 9.5% on a fully diluted basis.

VANCOUVER, BC — October 11, 2022 — Optimi Health Corp. (CSE: OPTI) (OTCQX: OPTHF) (FRA: 8BN) (“Optimi” or the “Company”), a leading GMP producer and safe supply advocate licensed by Health Canada to produce and distribute natural, EU-GMP grade psilocybin and other psychedelic substances, most notably MDMA, is pleased to announce it has closed a non-brokered private placement of 5,692,308 units of the Company (each a “Unit”) at a price of $0.325 per Unit (the “Private Placement”) for gross proceeds of $1,850,000 with Wilson Capital, the Private Equity Division Chip Wilson’s (“Chip”) family office. The Company intends to use the proceeds from the issuance of the Units to support its psychedelic product commercialization efforts, ongoing psilocybin and MDMA research and clinical trial initiatives, in-house drug development, and for general working capital.

Each Unit consists of one (1) common share of the Company (a “Common Share”) and one-half of one (1/2) Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable at $0.50 for a period of two (2) years from the date of issuance. The Common Shares and Warrants comprising the Units and any Common Shares issued upon exercise of the Warrants are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities laws.

Optimi welcomes this strategic investment led by the family office of Chip Wilson, founder of lululemon athletica inc., who also serves on the Advisory Board of Optimi. Mr. Wilson, stated, “Our participation in the placement speaks to our belief that the Company can achieve its plan to be a world leader in psychedelic product development and global distribution.”

Optimi CEO, Bill Ciprick, commented, “It is important to demonstrate both to our existing shareholders and the market at large that Optimi’s leadership is taking an active role in raising smart capital. When looking at a variety of potential funding options to lead this round of financing, apart from ensuring the terms of the financing were highly competitive, expanding its relationship with Chip through this investment was the preferred scenario given Chip’s familiarity with the operational business, his ongoing support to Optimi in an advisory capacity, and understanding of management and the Board’s track record and commitment to achieving its near and long-term corporate milestones.”

The private placement increases the amount of the Company’s Common Shares owned by Founders, members of the Advisory Board, Directors, and Officers.

Optimi co-founder, director and CFO, Jacob Safarik, says, “This pivotal financing puts the Company in the enviable position of being backed by one of the most trusted family offices in Canada. In a time of market instability, Optimi has maintained the necessary flexibility to execute on its path to profitability while strengthening its working capital position to continue pursuing important product development and research initiatives that support Optimi’s position as a leading safe supply advocate,” said Safarik. “It is crucial to our continued success that Optimi be ready for opportunities including the implementation of legal psychedelic therapy in new markets taking shape, such as Oregon and Alberta, and that we have a variety of safe, lab tested, EU-GMP psilocybin and MDMA products available to patients around the world as the global regulatory markets continue to evolve.”

The strategic offering sets the foundation for the Company’s upcoming expansion milestones, including Phase I and II psilocybin and MDMA clinical trials with ATMA Journey Centers, the rollout and expansion of Optimi’s functional mushroom and psychedelic product catalogues, and establishing an operational footprint in Oregon’s regulated psilocybin market.

Optimi co-founder, director and CMO, Dane Stevens, stated, “This sends the right message at the right time to investors paying close attention to the psychedelics market. When an investor like Chip Wilson offers to increase his position and back the future of Optimi, you find a way to get a deal done. Optimi would not exist without the vision and commitment of JJ and Chip Wilson, the Safarik family, and the shared belief that the work we are doing today will improve the health of so many in need for many years to come. With this strategic raise, we are building trust with shareholders and operations team alike, and demonstrating that the Company’s Founders and leadership team are committed to the long-term success and growth of Optimi.”

The Wilson family recently made news for their $100,000,000 donation, the largest in history, to the B.C. Parks Foundation — as well as the establishment of Solve FSHD (a foundation to research into a cure for facioscapulohumeral muscular dystrophy) with an additional $100 million, in September and March of 2022, respectively. These were facilitated by the Wilson 5 Foundation, the family’s private foundation.

FOR INTERVIEW REQUESTS OR FURTHER INFORMATION PLEASE CONTACT:

Michael Kydd
Investor Relations
Email: [email protected]

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

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Simply Better Brands Corp. Announces Increased Offering Size of up to CAD$2.5 Million Private Placement https://mjshareholders.com/simply-better-brands-corp-announces-increased-offering-size-of-up-to-cad2-5-million-private-placement/ Thu, 10 Feb 2022 17:55:29 +0000 https://www.cannabisfn.com/?p=2937209

Ryan Allway

February 10th, 2022

News, Top News


VANCOUVER, British Columbia, Feb. 10, 2022 (GLOBE NEWSWIRE) — Simply Better Brands Corp. (the “Company” or “Simply Better Brands”) (TSX Venture: SBBC) (OTCQB: PKANF) is pleased to announce that, further to its news release dated February 7, 2022, the Company intends to increase the size of the non-brokered private placement (the “Offering“) to up to 580,046 units of the Company (the “Units“) at a price of CAD$4.31 per Unit for aggregate gross proceeds of up to approximately CAD$2,500,000. The net proceeds of the Offering will be used by the Company to repay debt and for working capital. No commissions or fees are payable in connection with this Offering.

Each Unit will consist of one common share in the capital of the Company (a “Common Share“) and one-half of one Common Share purchase warrant (a “Warrant“). Each whole Warrant will entitle the holder thereof to purchase one Common Share at a price of $5.06 per Common Share (the “Warrant Exercise Price“) at any time up to 4:00 p.m. (Calgary time) on or before two years following the closing date of the Offering.

The completion of the Offering will be subject to acceptance of the Offering by the TSX Venture Exchange. Closing of the Offering is expected to occur on or about February 18, 2022, subject to satisfaction of all closing conditions. The Units, including all underlying securities thereof, will have a hold period of four months and one day from the date of issue.

About Simply Better Brands Corp.

Simply Better Brands Corp. leads an international omni-channel platform with diversified assets in the emerging plant-based and holistic wellness consumer product categories. The Company’s mission is focused on leading innovation for the informed Millennial and Generation Z generations in the rapidly growing plant-based, natural, and clean ingredient space. The Company continues to focus on expansion into high-growth consumer product categories including CBD products, plant-based food and beverage, and the global pet care and skin care industries. For more information on Simply Better Brands Corp., please visit: https://www.simplybetterbrands.com/investor-relations.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

Simply Better Brands Corp.
Brian Meadows
Chief Financial Officer
+1 (855) 553-7441
[email protected]

Forward-Looking Information

Certain statements contained in this news release constitute “forward-looking information” ‎and “forward looking ‎statements” as such terms are used in applicable Canadian securities ‎laws. Forward-looking statements and ‎information are based on plans, expectations and ‎estimates of management at the date the information is provided ‎and are subject to certain ‎factors and assumptions, including, among others, that the Company’s financial ‎condition and ‎development plans do not change as a result of unforeseen events, the impact of the COVID-19 ‎‎pandemic, the regulatory climate in which the Company operates, the Company’s ability to ‎execute on its ‎business plans, distribution plans, reliance on a consistent supply chain, and ‎claims relating to the efficacy and results of the Company’s products. Specifically, this news ‎release contains forward-looking statements relating to, but not limited to, the Company’s closing of the Offering, receipt of regulatory approval for the Offering, use of proceeds of the Offering. ‎

Forward-looking statements and information are subject to a variety of risks and uncertainties ‎and other factors ‎that could cause plans, estimates and actual results to vary materially from ‎those projected in such forward-‎looking statements and information. Factors that could cause ‎the forward-looking statements and information in ‎this news release to change or to be ‎inaccurate include, but are not limited to, changing consumer preferences, the ‎impacts of ‎COVID-19, that the Company’s financial condition and development plans change, ability to ‎obtain ‎necessary regulatory approvals and product viability and risk, as well as the other risks ‎and uncertainties ‎applicable to the Company and the industries in which it operates, and as set ‎forth in the Company’s annual ‎information form available under the Company’s profile at ‎www.sedar.com. ‎

There is no representation by the Company that actual results achieved will be the same in ‎whole or in part as ‎those referenced in the forward-looking statements and the Company does ‎not undertake any obligation to update ‎publicly or to revise any of the included forward-‎looking statements, whether as a result of new information, ‎future events or otherwise, except ‎as may be required by applicable securities law.‎

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in the United States or in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under securities laws of any such province, state or jurisdiction. The securities referenced herein may not be offered or sold in the United States except in transaction exempt from or not subject to the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws. This news release is not to be disseminated in the United States.

This article was published by CFN Enterprises Inc. (OTCQB: CNFN), owner and operator of CFN Media, the industry’s leading agency and digital financial media network dedicated to the burgeoning CBD and legal cannabis industries. Call +1 (833) 420-CNFN for more information.

About Ryan Allway

Mr. Allway has over a decade of experience in the financial markets as both a private investor and financial journalist. He has been actively involved in the cannabis industry since its inception, covering public and private companies.


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