Working Capital – MJ Shareholders https://mjshareholders.com The Ultimate Marijuana Business Directory Mon, 26 Jun 2023 21:03:41 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.3 Ispire Technology Inc. Raises Approximately $8 Million in Private Placement of Common Stock to Support Long-Term Growth Strategy https://mjshareholders.com/ispire-technology-inc-raises-approximately-8-million-in-private-placement-of-common-stock-to-support-long-term-growth-strategy/ Mon, 26 Jun 2023 21:03:41 +0000 https://cannabisfn.com/?p=2973842

Ryan Allway

June 26th, 2023

News, Top News


LOS ANGELES, June 26, 2023 (GLOBE NEWSWIRE) — Ispire Technology Inc. (“Ispire” or “the Company”) (NASDAQ: ISPR), a leader in vapor technology, providing high-quality, innovative products with first-class performance, announced today that it has raised gross proceeds of approximately $8 million from the private placement of a total of 1,117,420 shares of common stock at a purchase price of $7.1318 per share, which was completed on June 26, 2023.

Ispire intends to use the net proceeds from the private placement of approximately $7.5 million, after payment of the placement agent’s compensation but before other expenses of the offering, for working capital and general corporate purposes, which may include, but not be limited to, the development of manufacturing operations in Vietnam and California, research and development activities, and marketing and promotion.

US Tiger Securities, Inc. (“US Tiger”), which was the managing underwriter of Ispire’s April 2023 public offering, acted as exclusive placement agent for the financing, with TFI Securities and Futures Limited acting as a selling group member. US Tiger gave its consent to the financing under the provisions of the underwriting agreement that required US Tiger’s consent to a sale of the Company’s securities during the three months following the closing of Ispire’s initial public offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.

About Ispire Technology Inc.

Ispire is engaged in the R&D, design, commercialization, sales, marketing and distribution of branded e-cigarettes and cannabis vaping products. The Company has or licenses from a related party more than 200 invention/design patents received or filed globally. Ispire’s tobacco products are marketed under the Aspire brand name and are sold worldwide (except in the PRC and Russia) primarily through our distribution network. Ispire’s cannabis products are marketed under the Ispire brand name primarily on an original design manufacturer (ODM) basis to other cannabis vapor companies. Ispire currently sells its cannabis vaping hardware only in the United States, and it recently commenced marketing activities in Canada and Europe, primarily in the European Union.

Please visit www.ispiretechnology.com and follow us on Facebook, Twitter, Instagram, LinkedIn, Pinterest, and YouTube. Any information contained on, or that can be accessed through, the Company’s website, any other website or any social media, is not a part of this press release.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the safe harbor created by those sections. Forward-looking statements, which are based on certain assumptions and describe the company’s future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy,” “future,” “likely” or other comparable terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical facts included in this press release regarding the company’s strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Important factors that could cause the company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements. Such forward-looking statements include, but are not limited to, risks and uncertainties including those regarding: the Company’s statements about the is anticipated use of the proceeds from the financing; and the Company’s business strategies, plans and prospects and the risk and uncertainties described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Special Note Regarding Forward-Looking Statements” and the additional risk described in Ispire’s prospectus dated April 3, 2023 and in “Management’s Discussion of Financial Condition and Results of Operations” in the Company’s Form 10-Q quarterly report for the quarter and nine months ended March 31, 2023. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in the prospectus relate only to events or information as of the date on which the statements are made in the prospectus. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events except as required by law. You should read this press release with the understanding that our actual future results may be materially different from what we expect.

Investor Relations Contact:
Raphael Gross
203.682.8253
ir@ispiretechnology.com

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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Psychedelics Company Silo Wellness Announces Financing Commitment of CAD$5,950,000 in Convertible Debentures https://mjshareholders.com/psychedelics-company-silo-wellness-announces-financing-commitment-of-cad5950000-in-convertible-debentures/ Thu, 14 Apr 2022 15:01:44 +0000 https://www.cannabisfn.com/?p=2943927

Ryan Allway

April 14th, 2022

Psychedelics, Top News


Toronto, Ontario–(Newsfile Corp. – April 14, 2022) – Silo Wellness Inc. (CSE: SILO) (OTCQB: SILFF) (FSE: 3K70) (“Silo Wellness” or the “Company“), a leading global psychedelics company, is pleased to announce that Alpha Blue Ocean (“ABO“), is supporting the Company’s growth with this new CAD$5,950,000 financing arrangement. The Company entered into a subscription agreement (the “Subscription Agreement“) with Global Tech Opportunities 14 (the “Subscriber“), that provides for the issuance of convertible debentures (each, a “Convertible Debenture“). The Company intends to use the proceeds to finance manufacturing of the Marley One brand for an existing purchase order and general working capital purposes. The Subscriber is an investment fund managed by Alpha Blue Ocean (“ABO“).

“As a publicly-traded psychedelics company offering psychedelics to guests in Jamaica and functional mushroom products across the U.S. and U.K., we welcome this transaction and the opportunity to work with Alpha Blue Ocean,” commented Douglas K. Gordon, Silo Wellness’s CEO. “This new capital will allow us to strengthen our balance sheet and focus on shareholder value creation through the expansion of our business model and, most directly, the growth of our Marley One line of functional mushroom products.”

“We are pleased to be Silo’s financing partner to help the team’s mission of providing psychedelic and functional mushrooms in Jamaica and beyond. With a strong brand such as Marley One, as well as access to capital through our facility, Silo can become an important global player in the functional mushroom market which saw a market value greater than USD 25 billion in 2020,” said Amine Nedjai, ABO’s CEO.

The Subscription Agreement provides a commitment to fund the Corporation up to $5,950,000 (the “Total Commitment“) by subscribing for $7,300,000 aggregate principal amount of Convertible Debentures, inclusive of the Commitment Fee (defined below), in twenty (20) tranches, each in the aggregate principal amount of $350,000 (each, a “Tranche“), convertible upon notice at the lower of (i) the closing price of the Common Shares on the CSE at the time of delivery of the relevant Conversion Notice to the Corporation (or, in the event of the automatic conversion of the Outstanding Principal upon the maturity of this Convertible Debenture, the Maturity Date); and (ii) $0.05 (five cents); the Convertible Debentures shall be subscribed for at a subscription price of eighty-five percent (85%) of the par value of the Convertible Debentures. 41,650,000 warrants exercisable at $0.05 shall be attached to the first Tranche.

In the event that the Conversion Price is greater than the lowest daily volume-weighted average price observed over a period of fifteen (15) trading days immediately preceding the date of the relevant conversion notice (or, where no conversion notice is given, the relevant maturity date of the Convertible Debentures) (the “Theoretical Conversion Price“), the Company will be required to pay the Subscriber a make-whole amount to compensate the Subscriber for the difference between the actual conversion price and the Theoretical Conversion Price (each, a “Make-Whole Amount“).

In connection with the Subscription Agreement, the Company has agreed to pay the Subscriber a commitment fee of $300,000 (the “Commitment Fee“), where $150,000 shall be added to the principal amount of the Debentures issued in connection with each of the first two Tranches. Additionally, before the second tranche is funded, a number of free trading shares must be lent to the Subscriber by certain shareholders pursuant to Share Lending Agreements that have already been executed by the relevant parties, and the Company shall have completed a twenty to one consolidation of the Common Shares.

Upon the occurrence of certain events of default or a change of control, as set forth in the Subscription Agreement, the Convertible Debentures may, at the discretion of the Subscriber, be redeemed in cash prior to the maturity at price equal to 105% of the principal amount then outstanding. The Subscription Agreement also contains provisions preventing the Company from issuing Convertible Debentures if the issuance of such Convertible Debentures would result in the Subscriber holding beneficial ownership or control of greater than 19.9% of the Common Shares (issued and outstanding). This financing is in lieu of the previously announced transaction with Orthogonal Thinker which has been terminated.

Further information regarding the financing can be found in the Subscription Agreement, which will be posted to the Company’s SEDAR profile on www.sedar.com.

ABOUT SILO WELLNESS

Silo Wellness is a growth-oriented holding company focused on functional mushroom and psychedelic opportunities that benefit from a unified ecosystem and exceptional leadership. Founded in 2018 and headquartered in Toronto, Silo Wellness has operations in Jamaica and Oregon. Silo Wellness is a publicly-traded company on the Canadian (CSE: SILO) and Frankfurt (FSE: CK70) exchanges and trading on the OTCQB Venture Market (OTCQB: SILFF).

Silo Wellness offers a diverse and growing portfolio of functional mushroom products, psychedelic wellness retreats in Jamaica and Oregon, cultivation of psychedelic mushrooms and truffles in Jamaica, development of a brick-and-mortar smart shop in Jamaica, and intellectual property, focused initially on the commercialization of its metered-dosing psilocybin nasal spray.

In March 2021, Silo Wellness announced a multi-year licensing agreement with the family of legendary musician Bob Marley for the exclusive worldwide rights to brand, market and sell a distinct product line of functional and psychedelic mushrooms. The Marley One line of functional mushrooms is available at www.MarleyOne.com.

For more information about Silo Wellness, please visit www.silowellness.com.

For further information, please contact:

Silo Wellness Company Contact:

Mike Arnold, President
541-900-5871
[email protected]

ABOUT ALPHA BLUE OCEAN

ABO was created in 2017 by Pierre Vannineuse, Hugo Pingray and Amaury Mamou-Mani. ABO is a young and dynamic investment fund manager with the mission of revolutionizing the financial industry by offering innovative financing solutions. ABO implements a direct, rational and efficient approach by offering alternative financing solutions. In other words, flexible solutions for listed companies also referred to as PIPEs (Private Investment in Public Equity). ABO has executed more than 80 transactions since its inception with financial engagements of more than €1.5 billion.

Press Contacts:

Rajae Elantari – +971 58 539 7678 – [email protected]
Samuel Botton – 06 84 79 99 61 – [email protected]

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION: 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” 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. Forward-looking information may relate to anticipated events or results including, but not limited to the issuance of Convertible Debentures, the payment of any Make-Whole Amount, the future payment of the Debenture Commitment Fee, management’s plans regarding Marley One and the performance of any purchase orders, and the Company’s future business plans. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, regulatory, political and social uncertainties and the potential impact of COVID-19. Such risks and uncertainties include, among others, the risk factors included in Silo Wellness’s continuous disclosure documents available on www.sedar.com. 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.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Silo Wellness assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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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Revitalist Announces Private Placement Offering of up To CDN$6 Million https://mjshareholders.com/revitalist-announces-private-placement-offering-of-up-to-cdn6-million/ Wed, 06 Apr 2022 18:26:48 +0000 https://www.cannabisfn.com/?p=2943083

Ryan Allway

April 6th, 2022

News, Top News


VANCOUVER, British Columbia, April 06, 2022–(BUSINESS WIRE)–REVITALIST LIFESTYLE AND WELLNESS LTD. (“Revitalist” or the “Company“) (CSE: CALM) (OTCQB: RVLWF) (FSE: 4DO) is pleased to announce a non-brokered private placement offering for aggregate gross proceeds to the Company of up to CDN$6 million (the “Private Placement”).

Pursuant to the Private Placement, the Company will issue convertible note units (the “Units”) at a subscription price of $1,000 per Unit, each Unit composed of (i) $1,000 in principal amount of unsecured convertible note of the Company (a “Note”) and (ii) 3,500 detachable common share purchase warrants (each warrant, a “Warrant”). Each Note matures in 36 months from the date of issuance (“Maturity Date”) and will accrue simple interest at 8% (“Interest”) per annum, payable quarterly. Each Note, and any accrued but unpaid Interest thereon, is convertible into common shares of the Company at a conversion price of $0.15 at any time prior to the Maturity Date. Each Warrant will be exercisable at $0.20 per share at any time until the date that is 24 months from the date of issuance (“Expiry Date”). In the event that, at any time after the date of issuance and before the Expiry Date, the 15 day trading volume weighted average price of the common shares of the Company on the Canadian Securities Exchange exceeds $0.50, the Company is entitled to accelerate the expiry date of the Warrants to the date that is not less than 30 trading days following the date notice of such acceleration is delivered to Warrant holders.

The net proceeds of the Private Placement are expected to be used by the Company for working capital purposes.

The Company expects the Closing Date to occur on or before April 30, 2022. The Private Placement is subject to the satisfaction of certain customary closing conditions, including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals. Finders’ fees may be paid in connection with the private placement in accordance with the policies of the CSE.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in Canada in connection with the Private Placement.

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 the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release shall not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.

ABOUT REVITALIST LIFESTYLE AND WELLNESS LTD.
Revitalist Lifestyle and Wellness Ltd. (CSE: CALM) (OTCQB: RVLWF) (FSE: 4DO) is a publicly traded company, headquartered in Knoxville, Tennessee, with ten clinics operating across the United States. Revitalist is dedicated to empowering individuals toward an improved quality of well-being through a combination of comprehensive care and future-centric treatments provided by medical professionals, mental health experts, and chronic pain specialists. The company proudly practices translational medicine which is supported by three main pillars: bench side, bedside and community, with a goal to improve the global healthcare system significantly. Since opening their first clinic in 2018, Revitalist has provided thousands of infusions for patients suffering from treatment-resistant conditions. Additionally, Revitalist offers a number of lifestyle optimization services and vitamin infusions that can bring anyone closer to total wellness. For additional information and to be added to the Company’s mailing list, please click here.

Twitter: @RevitalistCorp
Facebook: @RevitalistLifestyleandWellnessLtd.
Instagram: @RevitalistCorp
LinkedIn: @RevitalistLifestyleAndWellnessLtd

On Behalf of the Board
Kathryn Walker
Chief Executive Officer

Forward Looking Statements
This news release contains forward-looking statements and information within the meaning of applicable securities legislation. Often, but not always, forward-looking statements and information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Revitalist to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release.

Risks, uncertainties, and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.

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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Eve & Co Announces Closing of Shares for Debt Transaction https://mjshareholders.com/eve-co-announces-closing-of-shares-for-debt-transaction/ Fri, 18 Feb 2022 17:46:55 +0000 https://www.cannabisfn.com/?p=2938087

Ryan Allway

February 18th, 2022

News, Top News


STRATHROY, Ontario, Feb. 18, 2022 (GLOBE NEWSWIRE) — Eve & Co Incorporated (“Eve & Co” or the “Company”) (TSX-V: EVE; OTCQX: EEVVF) is pleased to announce it has closed its previously announced shares for debt transaction (the “Transaction”) whereby it settled $657,000 in payables (the “Payables”) owed to certain directors, officers, employees, and debentureholders related to expenses, loans, and services rendered to the Company up to January 2022 in exchange for an aggregate of 5,189,607 common shares in the capital of the Company (the “Settlement Shares”). The Company issued the Settlement Shares to settle the Payables in order to preserve cash for general working capital purposes.

Pursuant to the Transaction, the Company has issued an aggregate of 908,677 Settlement Shares at a deemed issuance price of $0.12 per Settlement Share in full and final satisfaction of $109,041 of certain directors’ fees and salaries and an aggregate of 4,280,929 Settlement Shares at a deemed issuance price of $0.128 per Settlement Share in full and final satisfaction of $547,959 owed to the holders of the Company’s outstanding 10% unsecured convertible debentures that were issued on December 11, 2020.

Insiders of the Company (the “Insiders”) received 1,916,667 Settlement Shares in settlement of $242,500 of debt. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), the Transaction constituted a “related party transaction” as the Insiders are considered to be related parties to the Company. The Company relied on exemptions from the formal valuation and minority approval requirements of MI 61-101 (pursuant to subsections 5.5(a) and 5.7(a)) as the fair market value of the securities to be distributed to, and the consideration received from, the Insiders will not exceed 25% of the Company’s market capitalization. The settlement of the Payables has been approved by all of the independent directors of the Company and the TSX Venture Exchange (“TSXV”).

All securities issued pursuant to the Transaction will be subject to statutory and TSXV hold periods until June 18, 2022, being the date that is four months and one day from the date of issuance.

ABOUT EVE & CO

Eve & Co, through its wholly-owned subsidiary Natural Medco Ltd. (“NMC”), holds cultivation and processing licences under the Cannabis Act (Canada) for the production and sale of various cannabis products, including dried cannabis, cannabis plants and extraction of cannabis oil and has received its European Union certificate of Good Manufacturing Practice. NMC was Canada’s first female-founded licensed producer of medicinal marijuana and received its cultivation licence from Health Canada in 2016. Eve & Co is led by a team of agricultural experts and has a licensed 1,000,000 square foot greenhouse located in Strathroy, Ontario.

The Company’s website can be visited at www.evecannabis.ca.

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

For further information, please contact:

Melinda Rombouts
President and Chief Executive Officer Eve & Co Incorporated
Telephone: (855) 628-6337

47626797.1

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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Red White & Bloom Closes US$44.5 Million in Financing and Retires US$7.7 Million in Debt https://mjshareholders.com/red-white-bloom-closes-us44-5-million-in-financing-and-retires-us7-7-million-in-debt/ Mon, 07 Jun 2021 15:14:57 +0000 https://www.cannabisfn.com/?p=2921111

Ryan Allway

June 7th, 2021


-Transactions provide a net cash infusion of US$36.8 Million-
-Fully funds initial budget for Florida expansion-
-Provides working capital to support Michigan branding and expansion strategy-

TORONTO, June 07, 2021 (GLOBE NEWSWIRE) — Red White & Bloom Brands Inc. (CSE: RWB and OTC: RWBYF) (“RWB” or the “Company”) is pleased to announce the completion of certain financing transactions that provide for approximately US$36.8 of new cash and the retirement of US$7.7M of debt.

“As evidenced by today’s announcement, we continue to demonstrate our ability to access the needed expansion and working capital, in the least dilutive possible manner to our shareholders, to execute on our strategy. With the previously announced pre-qualification in the State of Michigan and this cash injection, we will now move aggressively towards taking control of our investment in Michigan in which the immediate growth strategy includes rebranding our dispensaries under the High Times banner and preparing for the expansion of cultivation facilities so that we can hit the ground running upon final inspection,” said Brad Rogers, CEO and chairman of RWB, adding: “We also would like to welcome our new strategic investors in Florida. This group of investors have significant design/build capabilities in the State of Florida and will be a welcome addition as we embark on an aggressive expansion in that state.”

Details

The Company previously closed a non-brokered “units for debt” private placement of 8,445,426 units (the “Units”) at a price of CDN $1.15 per Unit for gross proceeds of CAD $9,712,239 (or USD $7,769,792). Each Unit consists of one Series II Convertible Preferred Share of RWB (each a “Series II Share”) and one half of one common share purchase warrant (with two half warrants being a “Warrant”). Each Warrant is exercisable to acquire one additional common share (each a “RWB Share”) at a price of CDN $1.15 per RWB Share until May 12, 2023. In addition to the statutory 4-month hold, the investors have agreed to a 12 month lock up of their shares.

In addition, RWB completed a private placement to an arm’s length purchaser (the “Purchaser”) of a principal amount US $6,500,000 unsecured debenture (the “Debenture”). The Debenture bears interest at the rate of 12% per annum and matures 150 days from the date of issuance. As consideration for the purchase of the Debenture by the Purchaser, RWB paid the Purchaser an origination fee by way of the issuance of 531,000 RWB Shares. The gross proceeds of the Debenture will be used by RWB for working capital purposes.

In addition, on June 4, 2021, RWB’s wholly-owned subsidiary, RWB Florida LLC, a Delaware limited liability company (“RWB Florida”) entered into agreements for an aggregate capital raise of US $30,234,224. The raise includes an investment of US $11,337,834 from certain strategic investors (collectively, the “Investors”) directly into RWB Florida (the “Investment Transaction”). Under the terms of the Investment Transaction, the Investors shall receive a direct equity stake in RWB Florida in the form of Class B membership interests in the aggregate of 17.70% of the Company’s outstanding interests. Concurrently with the Investment Transaction, the Investors have advanced an aggregate of US $18,896,390 in subordinated debt to RWB Florida at an 8% interest rate due in 36 months (the “Debt”). The Debt is subordinated to existing debt, secured by an assignment of certain collateral interests, is guaranteed by RWB and, at the option of the holder, is convertible into RWB Shares at a price of US$2.75. In addition, the investors have a 5 day option to invest a further approximately US$4 million on substantially the same terms.

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 United States Securities Act of 1933, as amended (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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Red White & Bloom Brands Inc.
The Company is positioning itself to be one of the top three multi-state cannabis operators active in the U.S. legal cannabis and hemp sector. RWB is predominantly focusing its investments on the major US markets, including Michigan, Illinois, Florida, Massachusetts, Arizona and California with respect to cannabis, and the US and internationally for hemp-based CBD products.

For more information about Red White & Bloom Brands Inc., please contact:

Brad Rogers, CEO and Chairman
604-687-2038

Tyler Troup, Managing Director
Circadian Group IR
[email protected]

Visit us on the web: www.RedWhiteBloom.com

Follow us on social media:
Twitter: @rwbbrands
Facebook: @redwhitebloombrands
Instagram: @redwhitebloombrands

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

FORWARD LOOKING INFORMATION

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations.  When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.  There is no assurance that these transactions will yield results in line with management expectations. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the following risks: risks associated with the implementation of the Company’s business plan and matters relating thereto, risks associated with the cannabis industry, competition, regulatory change, the need for additional financing, reliance on key personnel, market size, and the volatility of the Company’s common share price and volume.  Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change.  Investors are cautioned against attributing undue certainty to forward-looking statements.

There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information.  Such factors include, among others, risks related to the Company’s proposed business, such as failure of the business strategy and government regulation; risks related to the Company’s operations, such as additional financing requirements and access to capital, reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; risks related to the Company and its business generally; risks related to regulatory approvals. The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized.  It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. While the Company may elect to, it does not undertake to update this information at any particular time.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.  READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

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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