Aleafia Health Inc. (TSX: ALEF, OTC: ALEAF) (“Aleafia” or the “Company”), is pleased to announce that it has entered into an agreement with Eight Capital as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters (together, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase 20,000,000 units of the Company (the “Units”), on a “bought deal” basis pursuant to a short form prospectus offering, subject to all required regulatory approvals, at a price per Unit of $0.65 (the “Issue Price”) for gross proceeds of $13,000,000 (the “Offering”).
Each Unit will be comprised of one common share in the capital of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.80, for a period of 36 months following the closing of the Offering.
The Company has agreed to grant the Underwriter an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 15% of the Units at the Issue Price, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, the Company will receive an additional $1,950,000 in gross proceeds for total aggregate gross proceeds of $14,950,000.
In connection with the Offering the Company has agreed to pay the Underwriters a cash fee of 6% of the aggregate gross proceeds raised from the Offering, and non-transferable compensation warrants equal to 3.5% of the Units sold under the Offering, (in each case including any exercise of the Over-Allotment Option).
The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.
The closing date of the Offering is scheduled to be on or about May 29, 2020 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities.
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, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
For Investor & Media Relations
Nicholas Bergamini, VP Investor Relations
About Aleafia Health
Aleafia Health is a vertically integrated and federally licensed Canadian cannabis company offering cannabis health and wellness services and products in Canada and in international markets. The Company operates medical clinics, education centres and production facilities for the production and sale of cannabis. Aleafia Health owns three significant licensed cannabis production facilities, including the first large-scale, legal outdoor cultivation facility in Canadian history. The Company produces a diverse portfolio of commercially proven, high-margin derivative products including oils, capsules and sprays. Aleafia Health operates the largest national network of medical cannabis clinics and education centres staffed by MDs, nurse practitioners and educators and operates internationally in three continents. Innovation, the heart of Aleafia Health’s competitive advantage, has led to the Company maintaining a medical cannabis dataset with over 10 million data points to inform proprietary illness-specific product development and its highly differentiated education platform FoliEdge Academy. The Company is committed to creating sustainable shareholder value; the TSX Venture Exchange named Aleafia the 2019 top performing company prior to its graduation to the TSX.
Forward Looking Information
This news release contains forward-looking information within the meaning of applicable Canadian and United States securities laws. Often, but not always, forward-looking 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 information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking 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, including risks contained in the Company’s annual information form filed with Canadian securities regulators available on the Company’s SEDAR profile at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release, including those regarding the Offering, the intended use of proceeds and the receipt of requisite Toronto Stock Exchange and securities regulatory approvals, are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information included in this news release are made as of the date of this news release and the Company does not undertake any obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.