Planet 13 Holdings Inc. Announces $20 Million Bought Deal Public Offering
LAS VEGAS, Nov. 8, 2018 /CNW/ – Planet 13 Holdings Inc. (“Planet 13” or the “Company”) (CSE:PLTH) (OTCQB:PLNHF) is pleased to announce that it has entered into an agreement with Beacon Securities Limited (“Beacon” or the “Lead Underwriter”), on behalf of a syndicate of underwriters (together with the Lead Underwriter, the “Underwriters”), to purchase, on a bought deal basis, 6,666,667 units (the “Units”) in the capital of the Company at a price of $3.00 per Unit (the “Offering Price”) for aggregate gross proceeds to the Company of $20,000,001(the “Offering”). (All figures are in Canadian dollars unless otherwise stated).
Each Unit shall consist of one common share (a “Common Share”) in the capital of the Company and one-half (1/2) of one common share purchase warrant (each whole warrant, a “Warrant”) of the Company. Each whole Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price per Common Share of $3.75 for a period of 36 months from the Closing Date (as defined below). The Warrants may be accelerated by the Company, at its sole option, at any time in the event that the volume-weighted average closing price of the Common Shares on the Canadian Securities Exchange is greater than or equal to C$5.00 for a period of 20 consecutive trading days, by giving notice to the holders thereof and, in such case, the Warrants will expire at 4:00 pm (Toronto time) on the earlier of: (i) the 30th day after the date on which such notice is given by the Company in accordance with the terms of the Warrants, and (ii) the actual expiry date of the Warrants.
The closing of the Offering is expected to occur on or about December 4, 2018 (the “Closing Date”) and is subject to the completion of formal documentation and receipt of all regulatory approvals, including the approval of the Canadian Securities Exchange. The net proceeds from the Offering will be used for working capital and general corporate purposes.
The Company has granted the Underwriters an option (the “Over-Allotment Option”), exercisable, in whole or in part, by Beacon, on behalf of the Underwriters, giving notice to the Company at any time and from time to time up to 30 days following the Closing Date, to purchase, or to find substituted purchasers for, up to an additional number of Units equal to 15% of the number of Units sold pursuant to the Offering at the Offering Price to cover over-allotments, if any, and for market stabilization purposes.
The Units to be issued under the Offering will be offered by way of a short form prospectus to be filed in the provinces of Alberta, Ontario, Nova Scotia, Prince Edward Island and Newfoundland (and such other provinces as agreed between the Company and the Underwriters). The Units may also be sold in such other jurisdictions as the Company and Beacon may agree.
The Units, Common Shares and Warrants being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (“U.S. Securities Act”) and may not be offered or sold in the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. The Units may be offered in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the U.S. Securities Act) pursuant to exemptions from the registration requirements under rule 144A of the U.S. Securities Act. 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 Planet 13 Holdings Inc.
Planet 13 (www.planet13holdings.com) is a vertically integrated cannabis company based in Nevada, with award-winning cultivation, production and dispensary operations in Las Vegas – the entertainment capital of the world. Planet 13’s mission is to build a recognizable global brand known for world class dispensary operations, and a creator of innovative cannabis products. Planet 13’s shares trade on the Canadian Stock Exchange (CSE) under the symbol PLTH.
