Emerald Health Therapeutics Closes Shares for Debt Financing
31 Janvier 2020 - 7:52PM
Emerald Health Therapeutics, Inc. (“Emerald”) (TSXV: EMH; OTCQX:
EMHTF), is pleased to announce that it has closed its previously
announced shares for debt financing.
Further to its news release dated January 27,
2020, Emerald has settled $2,816,963 (the "Debt") of the aggregate
debt owed by Emerald to Emerald Health Sciences Inc. ("Sciences"),
a control person of Emerald, in exchange for the issuance of
9,713,666 common shares of Emerald (each, a "Debt Share") at a
deemed value of $0.29 per Debt Share (the "Debt Settlement"). The
Debt consists of: (i) $794,182 owed to Sciences pursuant to a
previously disclosed loan agreement between the parties; and (ii)
$2,022,781 owed to Sciences pursuant to trades payable. The Debt
Settlement was approved by the independent members of the board of
directors of Emerald, who determined that the fair market value of
the securities being issued under the Debt Settlement and the
consideration therefor were reasonable.
On a post-closing basis, Sciences holds
approximately 39,401,608 of the issued and outstanding shares of
Emerald representing approximately 23.1% of the issued and
outstanding shares of Emerald, on an undiluted basis.
As Sciences is a control person of Emerald, the
Debt Settlement was considered to be a “related party transaction”,
as defined under Multilateral Instrument 61-101 (“MI 61-101”).
Emerald relied on the exemptions from the valuation and minority
shareholder approval requirements of MI 61-101 contained in
sections 5.5(b) and 5.7(a) thereof.
Emerald also terminated the amended hemp supply
agreement that it had entered into with Sciences in 2019.
This press release will not constitute an offer
to sell or the solicitation of an offer to buy nor will there be
any sale of the securities in any state in which such offer,
solicitation, or sale would be unlawful. The securities being
offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
United States Securities Act of 1933, as amended, and applicable
state securities laws.
About Emerald Health
Therapeutics
Emerald Health Therapeutics, Inc. is committed
to creating new consumer experiences with recreational and
wellness-oriented cannabis products. With an emphasis on innovation
and production excellence, Emerald has built a platform of distinct
operating assets designed to uniquely serve the Canadian
marketplace and international opportunities. Its 50%-owned Pure
Sunfarms (PSF) operation in British Columbia, with high quality,
affordably priced products, is in full production at its first 1.1
million square foot greenhouse operation, Delta 3. Emerald’s
Verdélite premium craft operation is fully licensed and in full
production in its 88,000 square foot indoor facility in Québec. Its
Metro Vancouver health and wellness-oriented organic greenhouse and
outdoor operation has completed planting in the first of two 78,000
square foot buildings. Its Emerald Naturals joint venture is
creating a completely new wellness product category with its
non-cannabis endocannabinoid-supporting product line and is
expanding distribution across Canada.
Please visit www.emeraldhealth.ca for more information or
contact: Jenn Hepburn, Chief Financial Officer (800) 757 3536 Ext.
#5
Emerald Investor Relations (800) 757 3536 Ext.
#5invest@emeraldhealth.ca
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking
Statements: Certain statements made in this press release that are
not historical facts are forward-looking statements and are subject
to important risks, uncertainties and assumptions, both general and
specific, which give rise to the possibility that actual results or
events could differ materially from our expectations expressed in
or implied by such forward-looking statements. Such statements
include: production and processing capacity of various facilities;
expansion of facilities; and expansion of distribution of
endocannabinoid-supporting products.
We cannot guarantee that any forward-looking
statement will materialize, and readers are cautioned not to place
undue reliance on these forward-looking statements. These
forward-looking statements involve risks and uncertainties related
to, among other things, changes of law and regulations; changes of
government; failure to obtain regulatory approvals or permits;
failure to obtain necessary financing; results of production and
sale activities; results of scientific research; regulatory
changes; changes in prices and costs of inputs; demand for labour;
demand for products; failure of counter-parties to perform
contractual obligations; as well as the risk factors described in
Emerald’s annual information form and other regulatory filings. The
forward-looking statements contained in this press release
represent our expectations as of the date hereof. Forward-looking
statements are presented for the purpose of providing information
about management's current expectations and plans and allowing
investors and others to obtain a better understanding of our
anticipated operating environment. Readers are cautioned that such
information may not be appropriate for other purposes. Emerald
undertakes no obligations to update or revise such statements to
reflect new circumstances or unanticipated events as they occur,
unless required by applicable law.
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