/NOT FOR DISTRIBUTION TO
The Company reserved the price for the Private Placement by filing a price reservation form with the TSXV on
Each Unit will consist of one common share in the capital of CHS (a "Share") and a transferable warrant (a "Warrant"). Each Warrant will be exercisable for a period of 24 months from the date of issue of the Warrant (the "Exercise Period"). Each Warrant will entitle the holder to purchase one Share (a "Warrant Share") at a price of
The Company will pay eligible arm's length parties (each a "Finder") a cash fee equal to 7% of the aggregate value of the Units sold pursuant to the Private Placement in respect of subscriptions referred to the Company or directly sourced by the Finder and issued on closing (the "Finder's Fee"). The Company will also issue to each Finder that number of warrants, expiring twenty-four months from the date of issuance, to purchase that number of additional Warrant Shares equal to 7% of the number of subscriptions of Units referred to or directly sourced by the Finder to the Company (the "Finder Warrants") in connection with the Private Placement. Each Finder Warrant will entitle the holder thereof to subscribe for one Warrant Share at a price of
The Company may complete the Private Placement via the closing of multiple tranches. Closing of the Private Placement is subject to a number of conditions, including, without limitation, approval of the TSXV and receipt of all necessary corporate and regulatory approvals.
The securities issued under the Private Placement are offered by way of private placement in such provinces and/or territories of
Certain insiders of the Company (the "Insiders") intend to participate in the Private Placement and their holdings of securities of the Company will increase as a result. The Company will rely on the exemptions from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 – Protection of Minority Share Holders in Special Transactions ("MI 61-101") contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of such insider participation. While not known at this time, pursuant to the policies of the TSXV, if proceeds obtained through subscriptions by Insiders exceed 25% of the total proceeds subscribed for pursuant to the Private Placement (the "25% Threshold"), the Insiders will pay a subscription price of
The net proceeds of the Private Placement will be used for general corporate and working capital purposes and may also be used to fund the purchase price for the acquisition of
This press release contains "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional. Examples of forward-looking statements in this news release include the: (i) completion of the Private Placement; (ii) the payment of the Finder's Fee and issuance of Finder Warrants; (iii) the participation by Insiders in the Private Placement; (iv) obtainment of approval from the TSXV; (v) the jurisdictions of the Private Placement; (vi) the intended use of the proceeds of the Private Placement; and (vii) the possibility of the Company increasing the size of the Private Placement. These forward-looking statements are based on assumptions as of the date they are provided, including assumptions that the Private Placement will proceed, that Insiders will participate in the Private Placement and that all necessary regulatory approval will be obtained. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Additionally, there are known and unknown risk factors that could cause the Company's actual results and financial conditions to differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important risk factors that could cause actual results and financial conditions to differ materially from those indicated in the forward-looking statements include, among others: that Insiders do not participate in the Private Placement; that regulatory approval, including that of the TSXV, is not obtained; that the closing conditions for completion of the Private Placement are not satisfied; general economic, market and business conditions in
Neither the
SOURCE
© Canada Newswire, source