CanadaBis Announces Closing of New Credit Facility and Amendment to Previously Announced Non-Brokered Private Placement

September 07, 2021 7:12 PM EDT | Source: CanadaBis Capital Inc.

Red Deer, Alberta--(Newsfile Corp. - September 7, 2021) - CanadaBis Capital Inc. (TSXV: CANB) (the "Corporation" or "CanadaBis") is pleased to announce that, further to its press release on June 2, 2021, the first tranche of funding of $7,210,000 in respect of the previously announced new credit facility (the "New Credit Facility") with Connect First Credit Union Ltd. (the "Lender") was completed on July 23, 2021. The New Credit Facility is comprised of (i) a five-year term secured loan of $8,850,000 (the "Loan") bearing interest at a fixed rate of 4.35% per annum (calculated daily and payable monthly in arrears); and (ii) a $750,000 demand line of credit bearing interest at a rate of the Lender's prime lending rate plus 1.00% per annum (calculated daily and payable monthly in arrears). The proceeds of the Loan will be used to refinance outstanding debt. The funds from the demand line will be used to assist with day-to-day operations, as required. The second tranche of funding ($1,640,000) shall be advanced by the Lender upon completion and delivery of the Corporation's July 31, 2021 year-end audited financials, provided all financial covenants and benchmarks have been met or exceeded.

In addition, further to the Corporation's press release dated June 2, 2021, the Corporation is pleased to announce it has agreed to amend the terms of its previously announced private placement (the "Amended Private Placement") with Plant-Based Investment Corp. ("PBIC").

The Amended Private Placement will now consist of the sale of 11,538,462 units of the Corporation (the "Units") at a price of $0.13 per Unit for gross proceeds $1,500,000. Each Unit shall be comprised of one common share of the Corporation ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share ("Warrant Share") at an exercise price of $0.25 per Warrant Share for three years from the date of issuance of such Warrant. The Corporation intends to close the Amended Private Placement in two tranches, with the first tranche expected to close as soon as practicable and the second tranche expected to close concurrently with closing of the previously announced short-form prospectus offering. The closing of the Amended Private Placement is subject to certain conditions including, but not limited to, approval of the TSX Venture Exchange. The Common Shares and Warrants comprising the Units will be subject to a hold period of four months and one day.

The Corporation intends to use the net proceeds from the Amended Private Placement for further outdoor cultivation development, the purchase of additional inventory and for general working capital purposes with a view to expand the Corporation's extraction and tolling business.

Leede Jones Gable Inc. (the "Agent") is acting as selling agent and at the closing of the Amended Private Placement, the Corporation will pay the Agent a cash fee equal to 7.0% of the gross proceeds of the Amended Private Placement and a number of warrants ("Broker Warrants") equal to 7.0% of the total number of Units issued under the Amended Private Placement. The Broker Warrants shall be exercisable into Units at a price of $0.13 for a period of 36 months from the respective tranche closing date, subject to customary adjustment in certain events. The Units issuable upon exercise of the Broker Warrants have the same terms and are comprised of the same securities as the Units issued under the Amended Private Placement.

In connection with the Amended Private Placement, the Corporation has entered into a cannabis supply and sale agreement with an affiliate of PBIC and, upon closing of the second tranche, the Corporation has agreed to grant PBIC the right, pursuant to an observer rights agreement, to appoint a board observer who shall have the right to receive notice and attend all meetings of the Corporation's board of directors but shall not be appointed as a director or have any voting rights at such meetings.

The Corporation is still proceeding with the previously announced short-form prospectus offering (the "Public Offering") and anticipates that it will be in position to close the Public Offering before the end of September, 2021. The Public Offering has been revised to an offering, on a "commercially reasonable efforts" agency basis of a minimum of 15,384,615 Units for gross proceeds of $2,000,000 and a maximum of 36,461,538 Units for gross proceeds of $5,000,000. All other terms of the Public Offering are as set out in the press release of June 2, 2021 and are more particularly described in the second amended and restated preliminary prospectus of the Corporation which has been filed with the securities regulatory authorities in each of the provinces of Canada, except Quebec.

FOR FURTHER INFORMATION PLEASE CONTACT:

Travis McIntyre, CEO
Phone: 1-888-STI-GMA1

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

FORWARD-LOOKING INFORMATION

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking information") within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information and include, without limitation, statements regarding the timing and completion of the Amended Private Placement, TSXV approval of the Amended Private Placement; the use of proceeds of the Amended Private Placement, the closing of the Public Offering; the expected timing for the receipt of all requisite regulatory approvals; and the ability to raise the funds to finance its ongoing business activities and the results thereof. The forward-looking information is based on certain key expectations and assumptions made by the Corporation. Although the Corporation believes that the expectations and assumptions on which such forward-looking information are based are reasonable, undue reliance should not be placed on the forward-looking information because the Corporation can give no assurance that they will prove to be correct. Since forward-looking information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors which could materially affect such forward-looking information may include, but are not limited to, the ability to successfully market and complete the prospectus offering; the ability to complete the Amended Private Placement, including the satisfaction of all conditions precedent related thereto; the ability to obtain all requisite regulatory approvals including the approval of the TSX Venture Exchange and those of the securities regulatory authorities in respect of a (final) short form prospectus, the Amended Private Placement; the ability to apply the proceeds as intended; the ability of the Corporation to complete transactions on terms announced; timing and availability of external financing on acceptable terms and such other factors as are described in the risk factors in the Corporation's most recent annual management's discussion and analysis that is available on the Corporation's profile on SEDAR at www.sedar.com.

Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking information included in this news release are expressly qualified by this cautionary statement. The forward-looking information contained in this news release are made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/95822

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