Authorization

GreenSpace Brands Closes First Tranche of Private Placement

TSXV: JTR
www.greenspacebrands.ca
(all amounts in Cdn$ unless otherwise noted)TORONTO, Feb. 26, 2020 /CNW/ - GreenSpace Brands Inc. (the "Company") (TSXV: JTR) is pleased to announce that, further to its news release of February 19, 2020, it has closed the first tranche of its non-brokered private placement ("Private Placement"). The first tranche of the Private Placement consists of subscriptions for 60,755,548 common shares in the capital of the Company ("Common Shares") at price of $0.065 per Common Share for gross proceeds of $3,949,111. Certain finders received a $45,582 fee paid in cash by the Company. The Company will use the net proceeds of the Private Placement to pay, or otherwise satisfy the Company's accounts payable and inventory build needs and for general corporate purposes.
GreenSpace Brands Closes First Tranche of Private Placement
As previously announced, the Company and PenderFund Capital Management Ltd. ("Pender") entered into an investment agreement (the "Investment Agreement") that grants Pender certain rights to acquire a control position in the Company and a appoint a majority of the Company's board of directors ("Board"). Under the Investment Agreement, Pender Growth Fund Inc., and other funds managed by Pender, subscribed for an aggregate 19,018,942 Common Shares. With the closing of the first tranche of the Private Placement, Pender now beneficially owns or controls Common Shares representing approximately 19% of the issued and outstanding Common Shares. As part of this closing, three members of the Board have resigned, including Paul Cherrie, Roger Daher, and James Haggarty. The remaining members of the Board have appointed Paul Henderson (who will also serve as Executive Chairman of the Company) and Tracy Tidy, both individuals were nominated by Pender. The Board now consists of six members.The second tranche of the Private Placement will consist of no more than 39,244,452 Common Shares, and will close no later than April 15, 2020 and will be subject to the Company receiving TSX Venture Exchange ("TSXV") approval and the approval of the Company's shareholders (excluding any Common Shares beneficially owned or controlled, directly or indirectly, by Pender) to: (i) allow Pender to become a "Control Person" of the Company for purposes of the TSXV; and (ii) authorize Pender's right to nominate a majority of the Board. The Company intends to seek shareholder approval by the written consent of shareholders holding more than 50% of the issued and outstanding Common Shares. Subject to receipt of applicable approvals, upon the closing of the second tranche Pender, through one or more funds managed by Pender, is expected to acquire the balance of Common Shares not purchased by other subscribers. In addition, upon closing of the second tranche, the Board will consist of five members, three of whom (including Henderson and Tidy) will be appointees of Pender.
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