NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver BC / NEWSWIRE / June 13, 2019 /CNW/ - Agrios Global Holdings Ltd. (CSE: AGRO) (OTCQB: AGGHF) (FSE: ØSA - WKN-A2N62K) ("Agrios" or the "Company") announces it has arranged a non-brokered private placement convertible debenture offering (the “Offering”) of unsecured convertible debentures (“Debentures”), in denominations of C$1,000 per Debenture, for aggregate gross proceeds of up to C$3 million dollars.
The Debentures will mature 36 months (the “Maturity Date”) from the date of issuance (the “Issue Date”) and bear interest at a rate equal to 8% per annum, payable in cash or common shares of the Company (“Shares”), at the discretion of the Company, on the last day of each calendar year. The principal and any accrued interest of the Debentures will be convertible at the option of the holder into Shares at a price of C$0.65 per Share (the “Conversion Price”).
The Debentures are subject to early redemption, either in whole or part, by the Company at any time after the Issue Date, at a price equal to the outstanding principal amount of the Debentures plus all accrued and interest as at and including the redemption date. The Debentures are not assignable without the consent of the Company. The Company may at any time, prepay all or any part of the amount owing without notice, penalty or bonus.
Holders of Debentures may, at any time after the Issue Date, elect to convert their Debentures into Shares at the Conversion Price. If, at any time after four months and one day from the Issue Date, the daily volume weighted average closing price of the Shares on the CSE is greater than C$1.00 for a period of 10 consecutive trading days, the Company may convert the Debentures into Shares at the Conversion Price.
The net proceeds from the Offering are expected to be used by the Company for general corporate purposes.
About Agrios Global Holdings Ltd.
Agrios Global Holdings is a data analytics driven agriculture technology and services company advancing the latest innovations in indoor growing science. The Company owns, leases and manages properties and equipment for eco-sustainable agronomy and provides advisory services to support all aspects of aeroponic cultivation in the cannabis sector. Agrios is actively pursuing new opportunities to expand its portfolio of tenant growers and infrastructure assets in strategic licensed jurisdictions. Based in Vancouver, BC. Agrios is managed by a highly accomplished team of experienced industry and capital markets experts who are committed to the growth of the company.
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This news release was prepared by management of Agrios, which takes full responsibility for its contents. The Canadian Securities Exchange ("CSE") has not reviewed and does not accept responsibility for the adequacy of this news release.
This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Debentures and the Shares which may be issued on exercise thereof have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Forward Looking Statements
Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in Agrios' periodic filings with Canadian securities regulators. When used in this news release, words such as "will, could, plan, estimate, expect, intend, may, potential, believe, should," and similar expressions, are forward-looking statements.
Forward-looking statements may include, without limitation, statements related to the Offering, the future price of Shares on the CSE, and the use of proceeds of the Offering.
Although Agrios has attempted to identify important factors that could cause actual results, performance or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance or achievements not to be as anticipated, estimated or intended, including, but not limited to: dependence on obtaining regulatory approvals; investing in target companies or projects which have limited or no operating history and are engaged in activities currently considered illegal under US Federal laws; change in laws; limited operating history; reliance on management; requirements for additional financing; competition; hindering market growth and state adoption due to inconsistent public opinion and perception of the medical-use and adult-use marijuana industry and; regulatory or political change.
There can be no assurance that such information will prove to be accurate or that management's expectations or estimates of future developments, circumstances or results will materialize. Because of these risks and uncertainties, the results or events predicted in these forward-looking statements may differ materially from actual results or events.
Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this release. Agrios disclaims any intention or obligation to update or revise such information, except as required by applicable law, and Agrios does not assume any liability for disclosure relating to any other company mentioned herein.