TORONTO –
Auxly Cannabis Group Inc. (“Auxly” or the “Company”) (TSX: XLY) (OTCQB: CBWTF) is pleased to announce that it has entered into an agreement with institutional investors pursuant to which the investors have agreed to purchase, on a private placement basis, 96,000,000 common shares of the Company (“Common Shares”) at a price of $0.035 per Common Share and 96,000,000 Common Share purchase warrants (“Warrants”), with each Warrant entitling the investors to purchase one Common Share at an exercise price of $0.045 per Common Share at any time up to 60 months following the date of issuance thereof (the “Offering”), resulting in total gross proceeds of approximately $3.36 million, before deducting any applicable advisor or finder fees or Offering expenses.
The net proceeds from the Offering will be used for working capital and general corporate purposes.
The closing of the Offering is expected to occur during the week of February 13, 2023 (the “Closing”), or such other date as the investors and the Company may agree upon, and is subject to the completion of formal documentation and the Company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.
In the United States, the Common Shares, the warrants and the Common Shares issuable upon the exercise of the warrants will be offered on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and certain other jurisdictions in accordance with applicable securities laws. No securities will be offered for sale or sold in Canada.
In addition, the Company intends to amend the terms of 27,381,500 common share purchase warrants of the Company (the “Bought Deal Warrants”) which were issued pursuant to a bought deal financing completed on June 14, 2021. The Bought Deal Warrants currently have an exercise price of C$0.38 per Common Share and expire on June 14, 2024. The purpose of the proposed amendments is to (i) reduce the exercise price of the Bought Deal Warrants from C$0.38 to C$0.045 per Common Share, and (ii) extend the expiry date of the Bought Deal Warrants from June 14, 2024 to June 14, 2026 (the “Bought Deal Warrant Amendments”). The Bought Deal Warrant Amendments are subject to the completion of formal documentation and the Company receiving all necessary approvals, including any required approvals from the holders of the Bought Deal Warrants under the terms of the indenture governing the Bought Deal Warrants. The Bought Deal Warrant Amendments are expected to become effective by late February or early March.
No securities regulatory authority has either approved or disapproved of the contents of this news release. This news 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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This news release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
ON BEHALF OF THE BOARD
“Hugo Alves” CEO
About Auxly Cannabis Group Inc. (TSX: XLY)
Auxly is a leading Canadian consumer packaged goods company in the cannabis products market, headquartered in Toronto, Canada. Our focus is on developing, manufacturing and distributing branded cannabis products that delight our consumers.
Our vision is to be a leader in branded cannabis products that deliver on our consumer promise of quality, safety and efficacy.
Learn more at www.auxly.com and stay up to date at Twitter: @AuxlyGroup; Instagram: @auxlygroup; Facebook: @auxlygroup; LinkedIn: company/auxlygroup/.
Notice Regarding Forward Looking Information:
This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities law. Forward-looking information is frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or information that certain events or conditions “may” or “will” occur. This information is only a prediction. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking information throughout this news release. Forward-looking information includes, but is not limited to: the proposed completion of the Offering and the receipt of all applicable approvals in connection therewith; the proposed amendments to the Bought Deal Warrants, the proposed operation of Auxly, its subsidiaries and partners; the intention to grow the business, operations and existing and potential activities of Auxly; the Company’s response to the COVID-19 pandemic; the impact of the COVID-19 pandemic on the Company’s current and future operations; the Company’s execution of its innovative product development, commercialization strategy and expansion plans; the Company’s intention to introduce innovative new cannabis products to the market and the timing thereof; the anticipated benefits of the Company’s partnerships, research and development initiatives and other commercial arrangements; the anticipated benefits of the Company’s acquisition of Auxly Leamington; the expectation and timing of future revenues and of positive Adjusted EBITDA; expectations regarding the Company’s expansion of sales, operations and investment into foreign jurisdictions; future legislative and regulatory developments involving cannabis and cannabis products; the timing and outcomes of regulatory or intellectual property decisions; the relevance of Auxly’s subsidiaries’ current and proposed products with provincial purchasers and consumers; consumer preferences; political change; competition and other risks affecting the Company in particular and the cannabis industry generally.
A number of factors could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this release including, but not limited to, whether: the Company will continue as a going concern as outlined in the Company’s most recent Management’s Discussion and Analysis; the Company will be able to raise additional capital to fund its operations; the Company will be able to execute on its business strategy; Auxly’s subsidiaries and partners are able to obtain and maintain the necessary governmental and regulatory authorizations to conduct business; the Company is able to successfully manage the integration of its various business units with its own; there are not materially more closures or lockdowns related to the COVID–19 pandemic; the Company’s subsidiaries and partners obtain and maintain all necessary governmental and regulatory permits and approvals for the operation of their facilities and the development of cannabis products, and whether such permits and approvals can be obtained in a timely manner; the Company will be able to successfully integrate Auxly Leamington’s operations with its own, and whether the expected benefits of the acquisition materialize in the manner expected, or at all; the Company will be able to successfully launch new product formats and enter into new markets; there is acceptance and demand for current and future Company products by consumers and provincial purchasers; the Company will be able to increase revenues and achieve positive Adjusted EBITDA; and general economic, financial market, legislative, regulatory, competitive and political conditions in which the Company and its subsidiaries and partners operate will remain the same. Additional risk factors are disclosed in the annual information form of the Company for the financial year ended December 31, 2021 dated March 30, 2022 and Management’s Discussion and Analysis of Financial Condition and Results of Operation for the Three and Nine Months Ended September 30, 2022 dated November 11, 2022.
New factors emerge from time to time, and it is not possible for management to predict all of those factors or to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information. The forward-looking information in this release is based on information currently available and what management believes are reasonable assumptions. Forward-looking information speaks only to such assumptions as of the date of this release. In addition, this release may contain forward-looking information attributed to third party industry sources, the accuracy of which has not been verified by the Company. The forward-looking information is being provided for the purposes of assisting the reader in understanding the Company’s financial performance, financial position and cash flows as at and for periods ended on certain dates and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned that such forward-looking information may not be appropriate for any other purpose. Readers should not place undue reliance on forward-looking information contained in this release.
The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.
Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.
