WeedMD Rx Inc. Announces Closing of Financing & Go-Public Transaction
WeedMD Rx Inc., (“WeedMD”), a licensed producer of medical marijuana under the Access to Cannabis for Medical Purposes Regulations, and Aumento Capital V Corporation (TSX VENTURE:AMN.P) (“Aumento”) are pleased to announce that on November 9, 2016, WeedMD closed a $7,600,000 convertible debenture unit financing (the “Convertible Debenture Financing”) with a syndicate of agents led by Dundee Securities Ltd., and including Canaccord Genuity Corp. and Echelon Wealth Partners Inc. (the “Agents”). Pursuant to the Convertible Debenture Financing, WeedMD has issued 7,600 units (the “Units”), with each Unit comprised of one debenture (a “Debenture”) with a principal amount of $1,000 and 1,333 warrants (the “Warrants”). The Warrants are exercisable into common shares of WeedMD at an exercise price of $1.00 per share for a period of two years from the completion of a liquidity event by WeedMD. Immediately prior to completion of a liquidity event by WeedMD, the principal amount of the Debentures will be automatically convertible into common shares of WeedMD at a conversion price of $0.75 per share.
WeedMD will use a portion of the net proceeds towards new construction within its existing facility to accommodate a mothering room, nursery and extraction lab, in order to increase process efficiencies and provide patients with more extensive strain selection and derivatives options. WeedMD intends to apply the remainder of the net proceeds towards developing the commercial scale production, distribution and sales infrastructure for its cannabis and cannabis oil extracts program, to working capital, other growth opportunities and general corporate purposes.
“This financing provides WeedMD with the capital to expand our facility and production capacity. Our first harvest commenced two weeks ago and is ongoing with the more than 6,000 plants currently growing,” said Bruce Dawson-Scully, CEO of WeedMD. “We remain on target to apply to Health Canada for our sales license amendment by the end of this month, with the goal of securing this licensing in Q1, 2017. Concurrently, we are in the process of finalizing our application to Health Canada for the production of oil extracts, which we plan to submit before the end of this month.”
As partial consideration for their services, the Agents were issued 352,000 compensation options (the “Compensation Options”). Each Compensation Option will entitle the holder thereof to purchase one unit of WeedMD at an exercise price of $0.75 for a period of two years from the completion of a liquidity event, with each unit being comprised of one common share of WeedMD and one Warrant.
WeedMD and Aumento announced on November 9, 2016 that they have entered into a letter agreement which outlines the terms and conditions pursuant to which WeedMD and Aumento will complete a transaction that will result in a reverse take-over of Aumento by the shareholders of WeedMD (the “Transaction”). The Transaction will constitute the liquidity event referred to above in regard to the Convertible Debenture Financing and Aumento intends for the Transaction to constitute its “Qualifying Transaction” as such term is defined in the policies of the TSX Venture Exchange (the “TSXV”). Under the Transaction, Aumento will acquire all of the common shares of WeedMD by exchanging 1.25 common shares of Aumento for each common share of WeedMD (the “Exchange Ratio”). The Warrants and the Compensation Options issued pursuant to the Convertible Debenture Financing will be exchanged for similar securities of Aumento and will have their respective terms, including exercise price and value, adjusted by the Exchange Ratio.