Columbia Care Inc. (NEO: CCHW) (CSE: CCHW) (OTCQX: CCHWF) (FSE: 3LP) (“Columbia Care” or the “Company”) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. (“Canaccord”) pursuant to which Canaccord has agreed to purchase for resale, on a bought deal private placement basis, 2,800,000 common shares (the “Shares”) in the capital of the Company at a price of C$9.00 per Share (the “Offering Price”) for aggregate gross proceeds to the Company of C$25,200,000 (the “Offering”). It is expected that the Offering will be primarily sold to one large institutional investor.
The closing of the Offering is expected to occur on or about February 25, 2021 (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 and the Aequitas NEO Exchange. The Shares will be offered for sale on a private placement basis in certain provinces of Canada pursuant to applicable exemptions from the prospectus requirements of Canadian securities laws. The Shares may also be sold in the United States to or for the account or benefit of “U.S. persons” (as defined in the United States Securities Act of 1933, as amended) (the “U.S. Securities Act”), on a private placement basis to “qualified institutional buyers” pursuant to an exemption from the registration requirements of the U.S. Securities Act, and in such jurisdictions outside of Canada and the United States as may be agreed upon by Canaccord and the Company, in each case in accordance with applicable laws. The Shares issued will be subject to a customary four-month hold period under Canadian securities laws.
The net proceeds from the Offering will be used for working capital and general corporate purposes.
The Company has granted Canaccord an option (the “Over-Allotment Option”), exercisable, in whole or in part, by Canaccord, giving notice to the Company at any time and from time to time up to the Closing Date, to purchase, or to find substituted purchasers for, up to an additional number of Shares equal to 15% of the number of Shares sold pursuant to the Offering at the Offering Price per Share to cover over-allotments, if any, and for market stabilization purposes.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws. Accordingly, the Shares may not be offered or sold within the United States or to or for the account or benefit of “U.S. persons” unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.