Vancouver, British Columbia–(Newsfile Corp. – June 24, 2020) – The Yield Growth Corp. (CSE: BOSS) (OTCQB: BOSQF) (FSE: YG3) (the “Company“) announces a proposed non-brokered private placement of special warrants at a price of $0.10 per special warrant (the “Special Warrants“) for gross proceeds of up to $1,000,000, with an over allotment option (the “Offering“).
Each Special Warrant is convertible without payment of additional consideration by the subscriber into a unit (a “Unit“) consisting of one common share of the Company (a “Share“) and one share purchase warrant entitling the holder to acquire one additional Share (a “Warrant Share“) at a price of $0.11 per Warrant Share for a period of 24 months from the date of issuance of the Special Warrants.
Each Special Warrant is exercisable without payment of additional consideration for a Unit and shall be deemed to have been exercised on the earlier of (a) four months and one day from the closing date, and (a) three business days following the delivery to the subscriber of a prospectus supplement in compliance with applicable Canadian securities laws.
The Offering is available to accredited investors and all shareholders of the Company as at June 30, 2020 (the “Record Date“) who are eligible to participate under the prospectus exemption set out in British Columbia Securities Commission BC Instrument 45-534 – Exemption from Prospectus Requirement for Certain Trades to Existing Security Holders or its equivalent in other Canadian jurisdictions (the “Existing Shareholder Exemption“). Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption, but other exemptions may still be available to them. Shareholders who became shareholders after the Record Date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely, the subscriber must: a) be a shareholder of the Company on the Record Date (and still be shareholder of the Company as at the time of the closing of the Offering), b) be purchasing the Units as a principal, i.e. for their own account and not for any other party, and c) purchasing not more than $15,000 value of securities from the Company in any twelve month period under the Existing Shareholder Exemption, unless such shareholder has first received a ‘suitability advice’ from a registered investment dealer.
The Company will prioritize the subscriptions under the Offering received from shareholders of the Company as at the Record Date over subscription from other subscribers. But, if the Offering is over-subscribed, it is possible that a shareholder’s subscription may not be accepted by the Company even if it is received. There is no minimum amount that will be required to be raised pursuant to the Offering.
The Company will use the proceeds from the Offering for general working capital purposes.
In accordance with the requirements of the Existing Shareholder Exemption, the Company confirms there is no material fact or material change related to the Corporation which has not been generally disclosed.
The Offering may be closed in one or more tranches as subscriptions are received. There is no minimum subscription amount. All securities issued pursuant to the Offering will be subject to statutory hold periods in accordance with applicable Canadian securities laws.
As part of the Offering, the Company is paying finders fees to registered investment dealers of 10% cash and 10% broker warrants to purchase units at $0.10 consisting one Share and one share purchase warrant entitling the holder to acquire one additional Share at a price of $0.11 per Warrant Share for a period of 24 months from the date of exercise of the broker warrant.
The Offering will be exempt from prospectus and registration requirements of applicable securities laws. 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 or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Any existing shareholders interested in participating in the Offering should contact the Company as noted below.
About The Yield Growth Corp.
The Yield Growth Corp. (CSE: BOSS), (OTCQB: BOSQF) is a phytoceutical and consumer packaged goods company that develops and acquires intellectual property and other assets related to plant-based products and therapeutics, and develops, manufactures, markets, sells and distributes plant-based products that improve lives. It has over 200 proprietary wellness formulas at various stages of commercialization, including over 20 products that are now for sale through e-commerce or brick and mortar retail stores. It is currently launching several hand sanitizer products in response to COVID-19. It has 14 patent applications filed in what the Global Wellness Institute reports is a $4.2 trillion-dollar global wellness market. Its majority owned subsidiary NeonMind Biosciences Inc. is launching a line of medicinal mushroom products and is developing intellectual property in the emerging area of psychedelic medicine. The Yield Growth management team has deep experience with global brands including Johnson & Johnson, Procter & Gamble, Skechers and Aritzia.
Investor Relations Contacts:
Penny White, President & CEO
Kevan Matheson, Investor Relations
The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of this news release.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes forward-looking information and statements (collectively, “forward looking statements”) under applicable Canadian securities legislation. Forward-looking statements are necessarily based upon a number of estimates, forecasts, beliefs and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such risks, uncertainties and factors include, but are not limited to: risks related to the development, testing, licensing, brand development, availability of packaging, intellectual property protection, reduced global commerce and reduced access to raw materials and other supplies do to the spread of the Coronavirus, the potential for not acquiring any rights as a result of the patent application and any products making use of the intellectual property may be ineffective or the company may be unsuccessful in commercializing them; and other approvals will be required before commercial exploitation of the intellectual property can happen. Demand for the company’s products, general business, economic, competitive, political and social uncertainties, delay or failure to receive board or regulatory approvals where applicable, and the state of the capital markets. Yield Growth cautions readers not to place undue reliance on forward-looking statements provided by Yield Growth, as such forward-looking statements are not a guarantee of future results or performance and actual results may differ materially. The forward-looking statements contained in this press release are made as of the date of this press release, and Yield Growth expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.
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