/NOT FOR DISTRIBUTION TO
Under the second tranche, 65 Debenture Units were sold each consisting of
The Debentures will bear interest at a rate of 13.5% per annum from the date of issuance (the "Issue Date") and will have a three-year term (the "Term"). During the first year of the Term, quarterly interest payments on the Debentures will be paid in cash. In the remaining two (2) years of the Term, the Company will have the option to (i) pay further interest payments in cash or (ii) make payments-in-kind by way of issuance of common shares of the Company (the "Common Shares") at a price equal to the market price of the Common Shares at the time the accrued interest becomes payable.
At any time during the Term, each holder of Debentures may elect to convert any portion of the principal amount of the Debentures into Common Shares at a conversion price equal to
The Debentures will be subject to a forced conversion provision whereby, upon delivery of such notice to holders of the Debentures, the Company is permitted to convert the principal amount of all outstanding Debentures into Common Shares at the Conversion Price in the event that the average closing price of the Common Shares listed on the
The Company anticipates using the net proceeds of the Offering for working capital purposes, crystallization of its sales pipeline and conversion of ongoing TAPs (Technology Adaption Projects) with clients into recurring revenue, and for hiring of additional engineering and technical staff to advance all of the above.
The Debentures, the Warrants and the underlying Common Shares will be subject to a statutory hold period of four (4) months and one (1) day from the Issue Date. The Offering is subject to the final acceptance of the TSXV.
The Debenture Units were offered and sold by private placement in
This press 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 state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") and may not be offered or sold to, or for the account or benefit of, persons in
Visit www.co2gro.ca for more information on
About 300 million MT of fruit and vegetables are grown annually from about 5 million hectares of protected vegetable facilities globally (6 kg/m2/year of average production). A 30% yield increase using our technology could add up to 100 million MT of fruits and vegetables per year.
Our Target Market: The estimated 800 billion square foot global protected grower market is comprised of 700 billion square feet of fruits & vegetables (Cuesta Roble 2019 estimate), and an estimated 100 billion square feet of protected floriculture and other medicinal plants and non-food varieties.
Our Technology: CO2 Delivery Solutions™ enriches plants with CO2 by misting an aqueous CO2 solution directly onto plants grown in greenhouses and other protected grow facilities globally.
Value Proposition: Approximately 98% of protected grow facilities globally cannot add CO2 by atmospheric gassing, missing out on up to 30% increased yield potential and 100% more gross profit.
Patent Protection:
Business Model: Our technology is sold to growers based on the cultivation area installed at prices that provide a high return on their investment and high margins for our shareholders.
Global Expansion:
Environmental, Social and Governance:
Forward-Looking Statements and Disclaimer
This press release contains statements which constitute "forward‐looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities. Forward‐ looking information is often identified by the words "may," "would," "could," "should," "will," "intend," "plan," "anticipate," "believe," "estimate," "expect" or similar expressions and include information regarding: statements regarding the future direction of the Company; the ability of the Company to successfully achieve its business and financial objectives; plans for expansion and the ability of the Company to obtain, develop and foster its business relationships; expectations for other economic, business, and/or competitive factors; the anticipated size, timing of closing and tranches of the Offering; and TSXV final approval of the Offering. Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning the business of the Company, future results or events based on the opinions, assumptions and estimates that management considered reasonable at the date the statements are made. Such assumptions include but are not limited to: general business and economic conditions; the Company's ability to successfully execute its plans and intentions; successful completion of subsequent tranches of the Offering; obtaining required approvals, including the final approval of the TSXV; the availability of financing on reasonable terms; the Company's ability to attract and retain skilled staff; market competition; the products and technology offered by the Company's competitors; and that good relationships with business partners will be maintained. Although the Company believes that the expectations reflected in such forward‐looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements. Among the key factors that could cause actual results to differ materially from those projected in the forward‐looking information are the following: changes in general economic, business and political conditions, including changes in the financial markets; in particular, the ability of the Company to raise debt and equity capital in the amounts and at the costs that it expects; adverse changes in applicable laws or adverse changes in the application or enforcement of current laws; the biotechnology industry and the greenhouse growers market are highly competitive, and technical advances in the industry will impact the success of the Company, and other risks described in the Company's filings that are available on SEDAR+ at www.sedarplus.ca. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward‐looking information except as otherwise required by applicable law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
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