/NOT FOR DISTRIBUTION IN THE UNITED STATES/
MONTREAL, Feb. 19, 2019 /CNW Telbec/ - LGC Capital
Ltd. (TSXV: LG) and (OTC-PINK: LGGCF) ("LGC" or the
"Corporation") is pleased to announce that it will enter
into an investment agreement (the "Investment Agreement")
with international investors YA 11, PN, Ltd. and RiverFort Global
Opportunities PLC (the "Lenders") pursuant to which they
will loan LGC an aggregate amount of US$2,340,000 (the "Loan"). The Loan
will have a term of 12 months and will bear interest at an annual
rate of 12% The proceeds of the loan will be used to refinance
upcoming debt maturity.
The principal amount of the Loan will be convertible into common
shares of LGC (the "Shares") at the option of the Lenders at
a price per Share equal to the lesser of (i) US$0.0912 (CAD$0.120), representing the US dollar
equivalent of 120% of CAD$0.10; and
(ii) 90% of the lowest daily VWAP during the five trading days
immediately preceding the date of the conversion notice from the
Lenders, subject to a minimum conversion price of US$0.076, representing the US dollar equivalent
of CAD$0.10. The closing price
of the Shares on February on February 15,
2019 was CAD$0.09.
The Corporation will also issue common share purchase warrants
(the "Warrants") to the Lenders in an amount equal to 45% of the
principal amount of the Loan divided by US$0.0874, representing the US dollar equivalent
of CAD$0.115. Each Warrant
shall entitle the holder thereof to acquire one Share at an
exercise price of CAD$0.115, for a
period of one year from the date of issuance.
The Investment Agreement contains standard representations,
warranties and covenants of the parties. Closing of the
transaction and the issuance of all Shares pursuant thereto is
subject to the conditional approval of the TSX Venture Exchange.
The parties intend to close the transaction as soon as reasonably
possible following the receipt of such approval. Any
securities issued by the Corporation at the closing of the
transaction or upon conversion of the Loan or upon exercise of the
Warrants, will be subject to restrictions on resale for a period of
four months and one day from the date of closing. LGC is at
arm's length to the Lenders and Riverfort Global Capital Ltd.
About LGC Capital Ltd (www.lgc-capital.com)
LGC Capital is a leading cannabis investment firm with a focus
on the Legal Global Cannabis market. Through its growing
portfolio investment companies, LGC is building a vertically
integrated system of interconnected legal cannabis companies with
cultivation, processing and distribution in Australia, Jamaica, Switzerland, Italy, and Canada serving domestic and export markets.
LGC Capital Ltd. is a Canadian incorporated public company listed
on the TSX Venture Exchange.
Through its partners and assuming pending transactions under
review by the TSXV are approved, LGC presently will have interests
in over 450,000 square feet of planted cannabis in Jamaica, Switzerland, Italy, and Australia. That is expected to increase to
over 2,100,000 square feet by 2021, as its portfolio companies
execute their expansion plans, in addition to the anticipated
licensing of Tricho-Med's operations in Quebec, Canada.
LGC partners currently sell cannabis products in over 1,000
points of sale across Switzerland
and Italy under the ONE Premium
Cannabis and EasyJoint brands as well as medical cannabis oils in
Australia under the Little Green
Pharma brand. LGC's partners' branded products are available in a
variety of formats including dry cannabis flower, tinctures, oils,
seeds, and beverages.
Notice Regarding Forward Looking Statements
This press release may contain forward-looking statements with
respect to LGC Capital Ltd. ("LGC"), its operations,
strategy, investments, financial performance and condition, and the
Investment Agreement referred to above. These statements can
generally be identified by use of forward- looking words such as
"may", "will", "expect", "estimate", "anticipate", "intends",
"believe" or "continue" or the negative thereof or similar
variations. The actual results and performance of LGC could differ
materially from those expressed or implied by such statements. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations. Some important
factors that could cause actual results to differ materially from
expectations include, among other things, general economic and
market factors, competition, government regulation and the factors
described under "Risk Factors and Risk Management" in LGC's
Management's Discussion and Analysis for the three and nine months
ended June 30, 2018, as filed on
SEDAR (www.sedar.com). The cautionary statements qualify all
forward-looking statements attributable to LGC and persons acting
on its behalf. Unless otherwise stated, all forward-looking
statements speak only as of the date of this press release, and LGC
has no obligation to update such statements, except to the extent
required by applicable securities laws.
Caution Regarding Press Releases
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE LGC Capital Ltd