February 20, 2019 – Vancouver, B.C. – Alliance Growers Corp. (CSE: ACG FWB: 1LA; OTCQB: ALGWF) (“Alliance Growers” or “the Company”) is pleased to announce a non-brokered private placement (the “Private Placement”) of up to 4,000,000 units (the “Units”) at a price of $0.10 per Unit, for gross proceeds of up to $400,000. This financing is the precursor to a $4million multi-tranche financing to be announced in the following week.
“Alliance has now secured multiple on-going financing streams to ensure the Company is able to meet its financial obligations to earn its interest in the Cannabis Biotech Complex without excessive dilution to its shareholders, commented Dennis Petke, President and CEO of Alliance Growers. “A portion of this initial $400k financing, with a lead order of 2,000,000 units, will be allocated to our projects and will provide the company with working capital and to kick start our additional financing streams.”
Dennis Petke further commented “At Alliance, we have always held ourselves out as a global cannabis company focused not on where the market is today, but where the market is going, and we have remained steadfast on that path. Our goal is to establish a long-term presence in the cannabis industry through diversity, science and technology. And we are accomplishing that by partnering with Pharmagreen to build a cutting-edge cannabis biotech facility outside of Mission, BC.in addition to other undertakings. Under the guidance of Dr. Fawzia Afreen and Peter Wojcik, Alliance has also formed a strategic partnership with B.R.I.M to pursue and develop new methods and technologies to establish a presence in the industry’s newest fields. Our recently established ongoing financing streams ensure we are able to carry out our vision.”
Each Unit of the Private Placement is comprised of one common share and one transferrable 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 $0.15 per share, for a period of two years from the date the Units are issued. The warrants are subject to an acceleration clause after the resale restrictions on the shares have expired. The expiry time of the warrants can be accelerated if the Company’s shares trade at or above a weighted average trading price of $0.25 per share for 10 consecutive trading days. Finders fees may be payable on portions or all the financing, at the rate of up to 8% in cash and 4% in Units bearing the same terms at the Private Placement.
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 February 18, 2018, 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 Biotech Complex for preliminary planning and development, plus development and construction costs associated with the BiocannaTech facility in Montreal, 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.
In addition, Alliance Growers has granted 700,000 options to directors and consultants of the Company, which options are exercisable into common shares of the Company at a price of $0.15 per share. Subject to the rules of the Canadian Securities Exchange and the Company’s Stock Option Plan, the options have a term of up to five years from the date of grant. At the time of the grant the prior days’ closing price of Alliance common shares was $0.105.
About Alliance Growers Corp.
Alliance Growers is a Diversified Global Medical Cannabis Company driven by the Company’s ‘Four Pillars’ Organization Plan – Cannabis Biotech Complex, Strategic ACMPR Investments, CBD Oil Supply and Distribution, and Research and Technology.
Alliance Growers is working with Pharmagreen Biotech Inc. advancing a new business partnership, to jointly develop and operate a 63,000-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.
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On behalf of the board of directors of
ALLIANCE GROWERS CORP.
President and CEO
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THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.
FORWARD LOOKING INFORMATION
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. More particularly and without limitation, the news release contains forward-looking statements and information relating to Company’s corporate strategy. The forward-looking statements and information are based on certain key expectations and assumptions made by management of the Company, including, without limitation, the Company’s ability to carry out its business plan. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information since no assurance can be given that they will prove to be correct.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company’s ability to identify and complete additional suitable acquisitions to further the Company’s growth as well as risks associated with the medical marijuana industry in general, such as operational risks in development and production delays or changes in plans with respect to development projects or capital expenditures; the uncertainty of the capital markets; the uncertainty of receiving the required licenses, production, costs and expenses; health, safety and environmental risks; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of the potential market; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and regulated regulations. Accordingly, readers should not place undue reliance on the forward-looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.
The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Canadian Securities Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.