iAnthus Announces Closing of $12 Million Offering and $3.7 Million Non-Brokered Private Placement
TORONTO, ON, and NEW YORK, NY–(Marketwired – November 21, 2017) –
iAnthus Capital Holdings, Inc., (CSE: IAN) (CSE: IAN.CN) (CNSX: IAN) (“iAnthus” or the “Company”), is pleased to announce that it closed its previously announced offering of 7,072,500 common shares of the Company (the “Common Shares”) at a price of $1.70 per Common Share (the “Offering Price”) for aggregate gross proceeds to the Company of $12,023,250 (the “Offering”). The Offering was completed by a syndicate of agents led by Canaccord Genuity Corp., as lead agent and bookrunner, and including Beacon Securities Limited, Cormark Securities Inc., Echelon Wealth Partners Inc. and Haywood Securities Inc. (together, the “Agents”). The number of Common Shares sold by iAnthus included an aggregate of 922,500 Common Shares offered and sold pursuant to an over-allotment option granted to the Agents that was exercised in full on closing.
The Common Shares in the Offering were offered and sold by way of a short form prospectus filed in each of the provinces of Canada, excluding the province of Québec.
The Company also announces the closing of the first tranche of its previously announced non-brokered private placement of up to 2,705,882 Common Shares at the Offering Price for aggregate gross proceeds of up to $ 4,600,000 (the “Private Placement”). At the first closing completed today, the Company issued and sold an aggregate of 2,195,914 Common Shares for aggregate gross proceeds to iAnthus of approximately $3,733,000. The Agents are not involved, directly or indirectly, in the offer and sale of the Common Shares issued and sold by the Company pursuant to the Private Placement. The Company expects to close a second, and final, tranche of the Private Placement on or before November 24, 2017 to raise further proceeds of approximately $867,000.
The Common Shares issued pursuant to the first tranche of the Private Placement are subject to a statutory hold period lasting until March 22, 2018. The Common Shares to be issued in the second tranche of the Private Placement will be subject to a statutory hold period of four months and a day from the date of issuance.
iAnthus has consistently been at the vanguard of the U.S. cannabis industry. iAnthus had its first day of trading on September 7, 2016 as the first Canadian publicly listed company focused exclusively on U.S. licensed cannabis operators. In November 2016, iAnthus was the first Canadian Securities Exchange listed issuer to close a bought deal short form prospectus offering, and iAnthus is now the first Canadian Securities Exchange listed issuer with a broad portfolio of U.S. cannabis assets to receive a final prospectus receipt from the Ontario Securities Commission following the publication of Canadian Securities Administrators’ Staff Notice 51-352 — Issuers with U.S. Marijuana-Related Activities.
Hadley Ford, Chief Executive Officer of iAnthus
We believe that the final prospectus receipt highlights our ability to work with regulators across multiple jurisdictions. We also applaud the Canadian Securities Administrators for providing regulatory guidelines and disclosure expectations that will serve both investors and issuers active in this industry.
One director of the Company participated in the Offering and acquired 36,000 Common Shares. Another director of the Company participated in the Private Placement and acquired 111,008 Common Shares. Such participation constituted a “related party transaction” within Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance to the insiders is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Common Shares issued to, or the consideration paid by such persons, did not exceed 25% of the Company’s market capitalization.
The Company intends to use the net proceeds from the Offering and the Private Placement for acquisition financing, other capital projects and general corporate purposes.
The securities issued pursuant to the Offering and the Private Placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This news 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.
About iAnthus Capital Holdings
iAnthus Capital Holdings, Inc. provides investors diversified exposure to best-in-class licensed cannabis cultivators, processors and dispensaries throughout the United States. Founded by entrepreneurs with decades of experience in operations, investment banking, corporate finance, law and health care services, iAnthus provides a unique combination of capital and hands-on operating and management expertise. The Company harnesses these skills to support operations across five states. For more information, visit www.iAnthusCapital.com.
