VANCOUVER, September 4, 2019 – CANNAMERICA BRANDS CORP. (“CannAmerica” or the “Company”) (CSE: CANA) (OTCQB: CNNXF) is pleased to announce that its Licensee in Oklahoma, THC Total Herbal Care Corporation (“THC” or the “Licensee”), has received final approval on construction of its processing facility. With an expected completion date of its facility of September 7, 2019, the Company anticipates sales commencing in this market in October 2019.
The Company has shipped to THC the equipment needed to begin production and has scheduled operational training sessions to teach its formulations and best practices prior to the launch of its products in this new market. Both CannAmerica and THC are pleased to launch the brand in this region and have begun preparations on a marketing campaign to create additional product awareness.
“We are excited to announce that we expect CannAmerica branded products to be available in the Oklahoma medical cannabis market in October,” said Dan Anglin, CEO and Co-Founder of CannAmerica. “By launching our products, we are ready to bring our menu of cannabis infused edible products, concentrates, and other medicinal cannabis product lines to this great state of with opportunities further expansion over time.”
Additionally, the Company is pleased to announce that it has closed an investment of CAD $663,350 pursuant to a non-brokered private placement (“Private Placement”) of unsecured convertible debentures (the “Debentures”) with SBI Investments LLC (“SBI”). SBI has committed to providing up to an aggregate principal amount of CAD $2,000,000, at the sole discretion of SBI. Interest on the Debentures will accrue at a rate of 12% per annum, however, if an event of default has occurred and is continuing, the rate of interest will be 25% per annum (“Interest”).
The Company is required to repay the Debentures in 12 equal monthly installments of 1/12 of the principal amount plus accrued Interest (collectively, the “Repayment Amount”) beginning four months plus one day after the date of issuance of the Debentures.
Subject to applicable corporate and regulatory approval, if the Company’s average daily trading volume of its shares has an aggregate value of greater than $35,000 per day for 10 consecutive trading days, the Company may provide 10 business days’ written notice to SBI of its intention to repay the Debentures through the issuance of such number of common shares (the “Repayment Shares”) equal to the Repayment Amount divided by 85% of the volume-weighted average price of the shares for the 5 consecutive trading days before each monthly payment date, but in any event the Repayment Shares may not be issued at a price per share less than $0.10.
In connection with the subscription for Debentures, the Company agreed to issue SBI such number of warrants (“Warrants”) equal to 50% of the principal amount of the applicable tranche divided by the closing price of the common shares on the trading day immediately prior to the closing date of the applicable tranche. Each Warrant will be exercisable for 36 months from the date of issuance to purchase one common share at a price equal to 125% of the volume-weighted average price of the shares for the 20 consecutive trading days prior to the date of issuance.
The use of funds will be to expediate equipment delivery in new markets and purchases intended to introduce new branded products into existing markets.
All securities issued in connection with the Private Placement will be subject to a four-month hold period from the date of closing of the applicable tranche of the Private Placement under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
No finder’s fees, broker’s fees and/or commissions will be paid in connection with the Private Placement.
On Behalf of the Board,
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About CannAmerica Brands Corp.
CannAmerica is a U.S. marine veteran founded and operated portfolio of cannabis brands with licensing agreements in the states of Colorado, Nevada and Maryland. The Company aims to maximize the value of its brands by employing strong brand management teams, marketing and licensing the brands through various distribution channels, including dispensaries, wholesalers and distributors, in the United States and internationally. The Company’s core strategy is to enhance and monetize the global reach of its existing brands, and to pursue additional strategic acquisitions to grow the scope and diversity of its brand portfolio. For more information, please visit www.cannamericabrands.com.
About THC Total Herbal Care Corp.
THC Total Herbal Care (THC) is licensed to cultivate, process, and dispense cannabis in Oklahoma. THC provides “cannabis goodness” products to help patients improve their quality of life. THC aims to deliver only the finest premium cannabis solutions and medicine. THC believes that wisdom gained from all-natural solutions should not be forgotten or ignored, and aims to provide such proven solutions with industry-leading quality and trust. For more information, please visit www.totalherbalcarethc.com
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including that CannAmerica expects to close the Private Placement on the terms and timeline anticipated by management is a forward-looking statement and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that CannAmerica will close additional tranches of the Private Placement on the terms and timeline anticipated by management. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, that CannAmerica may not close additional tranches of the Private Placement on the terms and timeline anticipated by management. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United States, or to or for the account or benefit of a U.S. person, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.