Canada Iron Announces Closing of $10.2 Million Subscription Receipt Offering by Humble & Fume
Toronto, Ontario--(Newsfile Corp. - April 7, 2021) - Canada Iron Inc. ("Canada Iron" or the "Company") is pleased to announce the closing of Humble & Fume Inc.'s ("Humble") previously announced brokered private placement financing (the "Financing") of 10,221,000 subscription receipts (the "Subscription Receipts") at a price of $1.00 per Subscription Receipt, for gross proceeds of approximately $10.2 million. The Financing was led by Beacon Securities Limited ("Beacon") on behalf of a syndicate of agents including INFOR Financial Inc. and ATB Capital Markets Inc. (together with Beacon, the "Agents") pursuant to an agency agreement dated April 1, 2021.
The closing of the Financing is one of the conditions in respect of the previously announced reverse take-over of the Company by Humble (the "Transaction") pursuant to the terms of the binding letter agreement entered into with Humble as of February 23, 2021 (the "Agreement").
The net proceeds of the Financing after deducting 50% of the Commission (as defined below), the Agents' expenses and a cash corporate finance fee (the "Escrowed Funds") have been deposited in escrow pursuant to the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") dated April 1, 2021 among the Company, Humble, Beacon and Odyssey Trust Company as subscription receipt agent. The Escrowed Funds will be held in escrow pending satisfaction of all of the escrow release conditions pursuant to the terms of the Subscription Receipt Agreement including, but not limited to, the Company receiving all applicable regulatory approvals and the satisfaction or waiver of all conditions precedent to completing the Transaction (other than the release of the Escrowed Funds) (the "Escrow Conditions").
Upon satisfaction of the Escrow Conditions, immediately prior to the completion of the Transaction, the Escrowed Funds, after deducting 50% of the remaining Commission, remaining cash corporate finance fee and the Agents' remaining expenses, which will be transferred to the Agents, will be released to the Company and each Subscription Receipt will automatically convert into one unit of Humble (each, a "Unit") for no additional consideration. Each Unit consists of one common share of Humble (each, a "Humble Share") and one half of one share purchase warrant of Humble (each, a "Humble Warrant"), with each Humble Warrant being exercisable into a Humble Share at a price of $1.40 for a period of three years following the satisfaction or waiver of the Escrow Conditions. In connection with the Transaction, each Humble Share and Humble Warrant will immediately thereafter be exchanged for one common share of the Company (each, a "Resulting Issuer Share") and one share purchase warrant of the Company (each, a "Resulting Issuer Warrant") pursuant to the terms of the Agreement. If the Transaction is not completed on or prior to July 15, 2021, the Escrowed Funds will be returned to the subscribers and the Subscription Receipts will be void and be of no further effect or value.
In consideration for their services in connection with the Financing, the Agents received a cash commission equal to 7% of the gross proceeds of the Financing (3.5% for purchasers from a president's list of Humble) (the "Commission") and a corporate finance fee. On closing of the Financing, the Agents received 50% of the Commission with the balance forming part of the Escrowed Funds.
In addition, as further consideration, the Agents received an aggregate of 645,200 broker units (the "Broker Units") exercisable at a price of $1.00 per Broker Unit for a period of 36 months following the satisfaction or waiver of the Escrow Conditions. Each Broker Unit will be comprised of one Humble Share (a "Compensation Share") and one half of one Humble Warrant (each whole warrant, a "Compensation Warrant"). Each Compensation Warrant shall be exercisable at a price of $1.40 for a period of 36 months following the satisfaction or waiver of the Escrow Conditions. Pursuant to the Transaction, each Broker Unit will be exchanged into broker units of the Company on economically equivalent terms.
THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER OF ANY SECURITIES IN THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM SUCH REGISTRATION. HUMBLE HAS NOT REGISTERED AND WILL NOT REGISTER THE SECURITIES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. HUMBLE DOES NOT INTEND TO ENGAGE IN A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. THIS NEWS 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.
About Canada Iron Inc.
Canada Iron Inc. is a mineral exploration company with no current activities or operations.
About Humble & Fume Inc.
Humble is uniquely positioned as the largest integrated cannabis distribution solution for retailers, licensed producers, multi-state operators, and cannabis customers. Humble's business revolves around three key pillars: (1) distribution of cannabis accessories across North America; (2) extraction & formulation through its wholly-owned subsidiary Fume Labs, which is the designer and operator for all concentrates created; and (3) HumbleCannabis Solutions, Humble's wholly owned subsidiary which provides the only sales force in Canada able to offer a complete solution of cannabis brands and accessories to retailers.
Learn more at www.humbleandfume.com.
Cautionary Statements Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the expected terms of the Transaction, the number of securities of Canada Iron that may be issued in connection with the Transaction and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. Canada Iron and Humble assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.
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