April 7, 2017 – Vancouver, B.C. – Alliance Growers Corp. (CSE: ACG) (the “Company”) to announce a non-brokered private placement (the “Private Placement”) of up to 3,800,000 units (the “Units”) at a price of $0.11 per Unit, for gross proceeds of up to $418,000. Each Unit is comprised of one common share and one share purchase warrant. Each share purchase warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.21 per share, for a period of two years from the date the Units are issued. If during the exercise period of the warrants, but after the resale restrictions on the shares have expired, the Company’s shares trade at or above a weighted average trading price of $0.30 per share for 10 consecutive trading days, the Company may accelerate the expiry time of the warrants by giving written notice to warrant holders that the warrants will expire 30 days from the date of providing such notice.
A portion of the Private Placement may be completed in accordance with the exemption set out in BC Instrument 45-534 (Exemption from prospectus requirement for certain trades to existing security holders) (the “Security Holder Exemption”) pursuant to the terms and conditions of this Offering News Release and BC Instrument 45-534. Alliance Growers shall make the pro-rata offer available to all persons who, as of the record date of April 6, 2017, held common shares in the capital of the Company. In accordance with the requirements of the Security Holder Exemption, the Company confirms there is no material fact or material change related to the Company which has not been generally disclosed.
The Private Placement securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
The Company plans to allocate the proceeds of the Private Placement primarily to the Botany Centre for property acquisition and preliminary planning and development, plus finalization of agreements in other potentially lucrative arrangements in the medical and recreational cannabis space, as well as general working capital. The financing is subject to regulatory approval. All securities issued pursuant to the placement will be subject to a hold period of four months and one day from the date of closing.
On March 29, 2017, the Company announced in settlement with certain of its creditors for previously incurred debts, for an aggregate of 1,765,641 common shares. The total shares being issued has been amended to 1,785,641 shares. All securities issued pursuant to this settlement will be subject to a hold period of four months and one day from the date of closing.
On January 12, 2017, the Company announced the closing of 885,000 units (the “Units”) of a Private Placement at a price of $0.20 per Unit. Each Unit was comprised of one common share and one share purchase warrant. Each full share purchase warrant will entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.30 per share, for a period of two years from the date the Units were issued.
As the Company is now undertaking private placements at a much lower price, it has amended the exercise price of the 885,000 warrants. The amendment exercise price has been set at $0.15 such that each full share purchase warrant will now entitle the holder to acquire one additional common share in the capital of the Company at a price of $0.15 per share, for a period of two years from the date the Units were issued.
About Alliance Growers Corp.
Alliance Growers Corp is a diversified cannabis company driven by the Company’s ‘Four Pillars’ Organization Plan – Cannabis Botany Centre, Strategic ACMPR Investments (Access to Cannabis for Medical Purposes Regulations), CBD Oil Supply and Distribution, and Research and Development.
Alliance Growers has executed an agreement with Botanical Research In Motion International Inc., for a Canada Exclusive License to jointly develop and operate a 40,000 square foot facility to be the first of its kind in Western Canada to house a DNA Botany lab, extraction facility and Tissue Culture Plantlet Production facility to service the Cannabis market and agriculture market in general. The proposed Cannabis Botany Centre will grow Cannabis plantlets using proprietary tissue culture propagation, specifically the “Chibafreen Invitro Plant Production System”, which assures consistent composition and purity of each plantlet for the growers.
Alliance Growers has rights to 50% of BCMM, a late stage applicant that submitted its ACMPR Application to Health Canada in 2014, and is also making a strategic investment in another private Company preparing to apply for an ACMPR producer’s license. Additionally, the Company is investing in several cannabis industry participants, ranging from co-developing a Cannabis App for use by the cannabis industry and its markets, to negotiating business arrangements with several companies for the purchase and sale between the parties of live cannabis plants, tissue culture plantlets and other cannabis products and services.
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On behalf of the board of directors of
ALLIANCE GROWERS CORP.
President and CEO
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