VAUGHAN, Ontario, May 24, 2019 (GLOBE NEWSWIRE) — Ignite International Brands, Ltd. (the "Company") today announces that 1203238 B.C. Ltd. ("Finco") completed a non-brokered offering (the "Offering") of 17,200,000 subscription receipts (the "Subscription Receipts") at a price of $1.50 per Subscription Receipt for gross proceeds of $25,800,000 (the "Offering Proceeds"). The Offering was completed in conjunction with the reverse takeover (the "Transaction") of the Company to be completed by the shareholders ("Ignite US Shareholders") of Ignite International, Ltd. ("Ignite US"), other than the Company, pursuant to the terms of a business combination agreement among the Company, 1203243 B.C. Ltd., Finco, Ignite US and the Ignite US Shareholders dated as of April 9, 2019, as amended as of May 6, 2019, as announced by the Company on March 1, 2019 and April 11, 2019. Following closing of the Transaction, the issuer resulting from the Transaction (the "Resulting Issuer") is expected to continue under the name "Ignite International Brands, Ltd." with the subordinate voting shares of the Resulting Issuer (the "Resulting Issuer Shares") listed for trading (the "Listing") on the Canadian Securities Exchange.
The Subscription Receipts were issued pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") dated as of May 24, 2019 (the "Closing Date") among Finco, Cordell Consultants, Inc., as representative of the holders of Subscription Receipts and Odyssey Trust Company (the "Subscription Receipt Agent") as subscription receipt agent. Pursuant to the terms of the Subscription Receipt Agreement, the Offering Proceeds, together with all interest and other income earned thereon (the "Escrowed Funds"), will be held in escrow and will be released to Finco upon satisfaction of the Escrow Release Conditions (as defined herein). Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will automatically be converted into one common share of Finco (each, an "Underlying Share") and immediately converted into one Resulting Issuer Share. The escrow release conditions (the "Escrow Release Conditions") are:
- written confirmation from each of Ignite US and the Company that all conditions to the completion of the Transaction have been satisfied or waived, other than the release of the Escrowed Funds and the closing of the Transaction, each of which will be completed forthwith upon release of the Escrowed Funds;
- the distribution of: (i) the Underlying Shares, and (ii) the Resulting Issuer Shares to be issued in exchange for the Underlying Shares pursuant to the Transaction being exempt from applicable prospectus and registration requirements of applicable securities laws in Canada and the United States;
- the Listing being conditionally approved and the completion, satisfaction or waiver of all conditions precedent to such Listing, other than the release of the Escrowed Funds;
- the receipt of all required shareholder and regulatory approvals; and
- the delivery of a joint written notice from Ignite US and the Company to the Subscription Receipt Agent confirming the conditions set forth in (a) through (d) above having been satisfied or waived.
The Escrow Release Conditions must be satisfied on or before September 20, 2019 (the "Escrow Release Deadline") unless extended in accordance with the terms of the Subscription Receipt Agreement. In the event that the Escrow Release Conditions are not satisfied or waived on or before the Escrow Release Deadline, or if Finco advises Ignite US and the Company or announces it does not intend to satisfy the Escrow Release Conditions prior to the Escrow Release Deadline, the Escrowed Funds will be returned to the holders of the Subscription Receipts on a pro rata basis and the Subscription Receipts will be cancelled without any further action. It is currently contemplated that the Escrow Release Conditions will be satisfied by May 30, 2019.
The net proceeds from the Offering will be used by the Resulting Issuer for working capital and general corporate purposes.
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