Toronto, Ontario (FSCwire) – Eviana Health Corporation (the “Company”) (CSE: EHC) (OTC: EVNNF) (www.eviana.ca) is pleased to announce that it has completed the previously-announced private placement debenture offering (the “Debenture Offering”) with Organigram Holdings Inc. (“Organigram”) (TSXV: OGI, OTC: OGRMF) and an institutional strategic investor each with 50% participation in the offering. Haywood Securities Inc. (“Haywood”) acted as strategic advisor in connection with the Debenture Offering.
In connection with completion of the Debenture Offering, the Company issued 10,000 debenture units (the “Debenture Units”) of the Company, maturing 24 months from the closing date, each consisting of (i) $1,000 principal amount of senior unsecured convertible debentures of the Company (the “Debenture”); and (ii) one half of one common share (“Common Shares”) purchase warrant of the Company (each whole such purchase warrant, a “Warrant”). Each full Warrant shall be exercisable by the holder thereof for 870 Common Shares in the capital of the Company (the “Warrant Shares”) at an exercise price per Warrant Share of $1.30 for a period of 24 months from the closing date of the Debenture Offering. The Debentures are convertible into that number of Common Shares computed on the basis of the principal amount of the Debentures divided by the conversion price of $1.15 per Common Share at the holder’s option, or upon mandatory conversion at the request of the Company in certain circumstances in the event that the daily volume weighted average trading price of the Common Shares on the CSE is greater than $2.15 for any ten consecutive trading days.
The Debentures bear interest at a rate of 10.0% per annum from the date of issue, payable semi-annually in arrears on June 30 and December 31 of each year, commencing December 31, 2018. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The December 31, 2018, interest payment will represent accrued interest for the period from the closing date to December 31, 2018. Upon conversion of the Debentures, the holder shall receive accrued and unpaid interest up to the date of conversion, as well as a cash payment equal to the interest amount that such holder would have received if it had held the Debentures for a period of one year from the date of conversion, provided such period does not extend beyond the maturity date.
In connection with the closing of the Debenture Offering, Organigram has been granted board representation rights, pursuant to which the Company has agreed to include one Organigram designated candidate for election to the board of directors of the Company and to solicit support for such candidate at all shareholder meetings at which directors are to be elected. This board seat shall be occupied by Mr. Paolo De Luca, Chief Financial Officer of Organigram.
Offtake Sales Agreement
Organigram shall have the right, but not the obligation, to purchase up to and including 25% (the “Offtake Percentage”) of the Company’s (on a consolidated basis) annual CBD oil (or a comparable form including, but not limited to, CBD crystals) at 95% of the agreed raw CBD oil (or equivalent thereof) wholesale market price for a period of 5 years from the date on which the CBD oil (or equivalent thereof) is first made commercially available by the Company for wholesale (subject to final agreement on terms between management of both companies).
“In Organigram we have a strategic ally that will join us as we continue to capitalize on the international CBD market into the future. We have also strengthened our balance sheet as we scale up our production operation and fund our ambitious future growth plans in the international CBD market,” stated Avram Adizes, Chief Executive Officer of the Company.
“We are proud of this strategic investment and combining our expertise with the Eviana team, and are looking forward to other opportunities to work with Eviana in international markets” noted Paolo De Luca of Organigram.
The proceeds of the Debenture Offering will be used by the Company to expand extraction capacity and for general working capital purposes.
The securities proposed to be issued in connection with the Debenture Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States unless an exemption from registration is available. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Eviana or Organigram in any jurisdiction.
About Eviana Health Corporation
Eviana Health Corporation is a Canadian Securities Exchange listed company that was established with the aim of delivering customized consumer health care products using natural hemp strains of cannabis sativa for cannabinoid-based topical creams and products and cosmeceutical and nutraceutical merchandise.
For further information, please contact:
Eviana Health Corporation:
Avram Adizes, Chief Executive Officer
Sydney Au, Chief Financial Officer
Patrick Brown, V.P. Bus Dev & Corp Comm
Neither Canadian Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Stock Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectations. Important factors – including the availability of funds, consummation of definitive documentation, the results of financing efforts, crop yields, the timing of operation of equipment – that could cause actual results to differ materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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Source: Eviana Health Corporation (CSE:EHC, OTC Bulletin Board:EVNNF)