NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
TORONTO, Nov. 30, 2017 (GLOBE NEWSWIRE) -- MPX Bioceutical Corporation (CSE:MPX) (OTC:MPXEF) (the “Company” or “MPX”) announced today that it has entered into an agreement with Echelon Wealth Partners Inc. (“Echelon”), as co-lead agent on behalf of a syndicate of agents including co-lead agent Canaccord Genuity Corp. (together with Echelon, the “Agents”), in connection with a commercially reasonable efforts private placement offering (the "Offering") of up to 53,191,500 units (the "Units") of the Company, at a price of C$0.47 per Unit (the “Issue Price”), for gross proceeds to the Company of up to approximately C$25,000,000. Chrystal Capital Partner LLP will act as special selling agent in relation to the Offering.
Each Unit will consist of one common share (“Common Share”) in the capital of the Company and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one common share of the Company at a price of C$0.64 for a period of 24 months from the closing of the Offering. If, at any time after 12 months following the Closing Date, the volume weighted average trading price of the Common Shares on the Canadian Securities Exchange (“CSE”) over any 15 consecutive trading day period is at least C$2.00, the Company will have the right to accelerate the expiry date of the Warrants to a date that is 30 calendar days after the date on which the Company issues a press release announcing the accelerated expiry date.
The Company has agreed to grant the Agents an over-allotment option to offer, at the Issue Price, up to that number of additional Units as is equal to 15% of the number of Units in the Offering, on the same terms and conditions as the Offering, increasing the size of the Offering to a maximum of 61,170,225 Units. The over-allotment option may be exercised in whole or in part at any time up to the closing of the Offering. If this option is exercised in full, an additional C$3,750,000 will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be approximately C$28,750,000.
The net proceeds received by the Company from the Offering will be used to close on certain acquisitions and for working capital and general corporate purposes.
The closing of the Offering is expected to occur on or about December 21, 2017, and is subject to the receipt of any necessary regulatory approvals, including, to the extent necessary, the approval of the CSE. All securities issued in connection with the Offering will be subject to a statutory four-month hold period.
About MPX Bioceutical Corporation
MPX, an Ontario corporation, through its wholly owned subsidiaries in the U.S., provides substantial management, staffing, procurement, advisory, financial, real estate rental, logistics and administrative services to two medicinal cannabis enterprises in Arizona operating under the Health for Life (dispensaries) and the award-winning Melting Point Extracts (high-margin concentrates wholesale) brands. The successful Health for Life brand operates in the rapidly growing Phoenix Metropolitan Statistical Area (MSA). The Company also owns assets in Massachusetts, supporting cultivation, production and up to three dispensaries in Massachusetts, as well as is supporting development of a third licensed dispensary in Arizona.
MPX continues to expand its U.S. footprint, being in the process of acquiring a cultivation and production wholesale business in Las Vegas, Nevada, and management companies that provide operational and other services to three dispensaries and a production license in Maryland. The Company also leases a property in Owen Sound, Ontario, for which an application to Health Canada has been made for a cannabis production and sales license. In addition, the Company will continue its efforts to develop its legacy nutraceuticals business.
Forward Looking Statements
Certain information set forth in this news release contains "forward-looking statements", and "forward- looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements, which include the Company's expectations about the completion of the Offering, and are based on the Company's current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking statements may be identified by words such as "will", "expects", "anticipates", "believes", "projects", "plans", and similar expressions. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which, may cause the Company's actual performance and financial results in future periods to differ materially from any projects of future performance or results expressed or implied by such forward-looking statement. There can be no assurance that such forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipate in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
For further information please contact:
MPX Bioceutical Corporation (formerly The Canadian Bioceutical Corporation)
W. Scott Boyes, Chairman, President and CEO