Adent and Khiron Announce $6M Subscription Receipt Financing in Connection With the Business Combination
TORONTO, Nov. 7, 2017 /CNW/ – Adent Capital Corp. (“Adent”) (NEX: ANT.H) and Khiron Life Sciences Corp. (“Khiron”) are pleased to announce that Khiron has engaged Cannaccord Genuity Corp. (the “Lead Agent”) to act as lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents including Eight Capital, in connection with a brokered best efforts private placement offering of subscription receipts (each, a “Subscription Receipt”) at a price of $1.00 per Subscription Receipt (the “Issue Price”), subject to the rules of and approval by the TSX Venture Exchange Inc. (“TSXV”), for minimum gross proceeds of $6,000,000 (the “Offering”). The Offering is being completed in connection with the proposed business combination (the “Proposed Transaction”) between Adent and Khiron previously announced in a press release of Adent dated October 26, 2017.
Each Subscription Receipt shall entitle the holder thereof to receive, upon satisfaction of the escrow release conditions on or before the escrow release deadline, including all conditions precedent to the Proposed Transaction being satisfied, and without payment of additional consideration therefor, one unit of Khiron (each, a “Unit”) consisting of one (1) common share in the capital of Khiron (each, an “Underlying Share”) and one-half (1/2) of one common share purchase warrant (each whole warrant, an “Underlying Warrant”), with each Underlying Warrant being exercisable into one (1) common share in the capital of Khiron for a period of 24 months from the listing date at a price of $1.20, subject to adjustment and acceleration. Concurrent with the completion of the Proposed Transaction, each Underlying Share and Underlying Warrant will be exchanged on an equivalent basis, without further consideration, for common shares in the capital of Adent (the “Resulting Issuer”) (each, a “Resulting Issuer Share”) and warrants to purchase Resulting Issuer Shares. Should the escrow release conditions not be satisfied, the Subscription Receipts will be cancelled and all proceeds from the sale of Subscription Receipts will be returned to subscribers.
In connection with the Offering the Lead Agent will receive a cash commission equal to 7.0% of the gross proceeds of the Offering (the “Offering Fee”) and compensation options (“Compensation Options”) equal to 7.0% of the number of Subscription Receipts sold under the Offering, with each Compensation Option being exercisable into a Unit, at the Issue Price and for a period of 24 months from the listing date. 50% of the Offering Fee shall be paid to the Lead Agent on closing of the Offering and the remaining 50% (plus any pro rata portion of accrued interest earned thereon) shall be paid out of the escrowed funds upon satisfaction of the escrow release conditions.
Upon completion of the Proposed Transaction, the proceeds of the Offering will be used to further develop the business of the Resulting Issuer and for general working capital purposes. Closing of the Offering is scheduled for November 23, 2017, or such other date as the Lead Agent and Khiron may agree.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. 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 any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Khiron Life Sciences Corp. is a Canadian integrated medical cannabis company with its core operations in Colombia. Khiron combines leading international scientific expertise, agricultural advantages, and branded product market entrance experience to address the unmet medical needs in a market of over 620 million people in Latin America.
Khiron has received the first licences to be issued in Colombia for high and low tetrahydrocannabinol (“THC”) medical cannabis. Khiron is now in receipt of all licences required for the cultivation, production, domestic distribution, and international export of both THC and cannabidiol (“CBD”) medical cannabis. Khiron is well positioned to continue the expansion of its business plan throughout Latin America, and commence cultivation of medicinal grade cannabis on its 7 hectares of approved lands with an additional 13 hectares under option in Colombia. Further information can be accessed via www.khiron.ca
Adent Capital Corp. is a capital pool company formed under the TSXV capital pool company program.