RavenQuest Announces National Expansion With Letter of Intent to Purchase Bloomera
January 30th, 2018
News, Top News
VANCOUVER, BRITISH COLUMBIA–(Marketwired – Jan. 30, 2018) – RavenQuest BioMed Inc. (CSE:RQB)(CSE:RQB.CN)(CNSX:RQB) (the “Company” or “RavenQuest“) is pleased to announce that it has entered into a binding letter of intent with 8649081 Canada Inc. (“Bloomera“), in pursuit of a transaction involving the acquisition of Bloomera by RavenQuest. Bloomera is a Markham, Ontario based licensed producer of cannabis under the Access to Cannabis for Medical Purposes Regulations.
Under the terms of the letter of intent, the Company proposes to acquire all of the outstanding share capital of Bloomera in consideration for a cash payment of $15,000,000, and the issuance of 10,400,000 common shares to the existing shareholders of Bloomera.
Bloomera currently holds a Health Canada License to Cultivate and will initially add approximately 2,000 kilograms of annual cannabis production to RavenQuest’s investment division. RavenQuest also owns Alberta Green Biotech, an Edmonton facility with expected annual production of approximately 7000 kilograms which will be ready for cultivation in mid-summer 2018. Given RavenQuest’s grow methodology and application of yield-maximization research being developed in partnership with McGill, RavenQuest expects to increase annual production from these two facilities to 11,000 kilograms. RavenQuest expects this combined production by late 2018.
Joey Xu, Director of Bloomera, stated, “We are looking for a partner that has a strategic vision, skills, and bench strength to quickly move us through the process to a license to sell and dispense. The consulting expertise at RavenQuest is exceptional. Bloomera looks forward to pursuing this transaction with RavenQuest.”
“RavenQuest looks forward to closing this acquisition and adding new cannabis talent to our bench strength. The Bloomera acquisition accelerates our growth strategy by at least six months and opens the door to a much faster growth trajectory as we move forward. 11,000 kilograms of production is a healthy number, but what we feel truly impresses is that we will be able to achieve this on a substantially smaller footprint. Using just 55,500 square feet of facility space, RavenQuest is changing the conversation around cannabis production from a square footage one to an efficiency game changer. Cannabis 2.0 means companies will need to evolve toward lower cost per gram and higher output per square foot. RavenQuest will lead the industry in production costs, environmental impact and sustainability,” said George Robinson, CEO of RavenQuest. “Markham, Ontario provides low cost access to the upcoming retail distribution network and the municipality has a large skilled workforce available. Strategically Bloomera is a tremendous fit with RavenQuest. Our Alberta Green Biotech facility gives us western Canadian exposure. The addition of Bloomera, a Markham, Ontario facility, provides us direct access to the Greater Toronto Area (GTA), Canada’s largest cannabis market. This proposed acquisition executes on our stated objective to prudently build a national and ultimately global cannabis company. We plan to continue to add to our portfolio on a selective basis where we see strategic benefit,” Robinson continued.
In connection with the acquisition of Bloomera, the Company has entered into an agreement with Haywood Securities Inc. to act as lead agent in connection with a brokered private placement to raise up to $17,500,000 which will consist of a private placement offering of up to 4,000,000 units (each, a “Unit“) of the Company for an aggregate amount of up to $5,000,000 at a price of $l.25 per Unit, and convertible debenture units (each, a “Convertible Debenture Unit“) for proceeds of up to $12,500,000.
Each “Unit” will consist of one common share of the Company and one common share purchase warrant (each, a “Warrant“). Each Warrant will be exercisable to acquire an additional common share of the Company at a price of $l.50 for a period of twenty-four months, subject to accelerated expiry in the event the closing price of the Company’s common shares on the Canadian Securities Exchange (the “Exchange“) is greater than $2.75 for a period of ten consecutive trading days.
Each “Convertible Debenture Unit” will consist of (i) $1,000 principal amount of senior unsecured convertible debenture of the Company (the “Debenture“); and (ii) Warrants exercisable for 690 common shares at an exercise price of $1.50 for a period of 24 months.
The Debentures will be convertible at the option of the holder into common shares at a price of $l.45 per share. The Debentures will bear interest at a rate of 10.0% per annum from the date of issue, payable in cash semi-annually in arrears, and will mature twenty-four months after the date of issue. A institutional investor intends to subscribe for up to $12,500,000 of the Offering.
The proceeds of the private placement will be used to fund the acquisition of Bloomera and for working capital and general corporate purposes.
Completion of the acquisition of Bloomera is subject to a number of conditions, including, but not limited to, completion of due diligence, negotiation of definitive documentation in respect of the acquisition, and the receipt of any required regulatory approvals including the Exchange and Health Canada. Completion of the private placement is also subject to a number of conditions, including, but not limited to, completion of due diligence and receipt of the approval of the Exchange. The transaction with Bloomera and the private placement cannot be completed until these conditions are satisfied, and there can be no assurance that either transaction will be completed at all.
All securities issuable in connection with the transaction with Bloomera and the private placement will be subject to a four-month-and-one-day statutory hold period.
RavenQuest will be paying a finder’s fee of 4% cash and 2% stock to a third party.
On Behalf of the Board of Directors of RAVENQUEST BIOMED INC.
George Robinson, Chief Executive Officer
Neither Canadian Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Stock Exchange) accepts responsibility for the adequacy or accuracy of this press release, which has been prepared by management.
Cautionary Note Regarding Forward-Looking Statements
All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to the Company within the meaning of applicable securities laws, including statements with respect to completion of the acquisition of Bloomera and anticipated cannabis production from facilities operated by the Company and Bloomera. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited to those identified and reported in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.
Follow Us on Social Media
About CFN Media
CFN Media (CannabisFN) is the leading creative agency and media network dedicated to legal cannabis. We help marijuana businesses attract investors, customers (B2B, B2C), capital, and media visibility. Private and public marijuana companies and brands in the US and Canada rely on CFN Media to grow and succeed.
CFN launched in June of 2013 to initially serve the growing universe of publicly traded marijuana companies across North America. Today, CFN Media is also the digital media choice for the emerging brands in the space.
Disclaimer: Matters discussed on this website contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time-to-time have a position in the securities mentioned herein and will increase or decrease such positions without notice. The Information contains forward-looking statements, i.e. statements or discussions that constitute predictions, expectations, beliefs, plans, estimates, or projections as indicated by such words as "expects", "will", "anticipates", and "estimates"; therefore, you should proceed with extreme caution in relying upon such statements and conduct a full investigation of the Information and the Profiled Issuer as well as any such forward-looking statements. Any forward looking statements we make in the Information are limited to the time period in which they are made, and we do not undertake to update forward looking statements that may change at any time; The Information is presented only as a brief "snapshot" of the Profiled Issuer and should only be used, at most, and if at all, as a starting point for you to conduct a thorough investigation of the Profiled Issuer and its securities and to consult your financial, legal or other adviser(s) and avail yourself of the filings and information that may be accessed at www.sec.gov, www.pinksheets.com, www.otcmarkets.com or other electronic sources, including: (a) reviewing SEC periodic reports (Forms 10-Q and 10-K), reports of material events (Form 8-K), insider reports (Forms 3, 4, 5 and Schedule 13D); (b) reviewing Information and Disclosure Statements and unaudited financial reports filed with the Pink Sheets or www.otcmarkets.com; (c) obtaining and reviewing publicly available information contained in commonlyknown search engines such as Google; and (d) consulting investment guides at www.sec.gov and www.finra.com. You should always be cognizant that the Profiled Issuers may not be current in their reporting obligations with the SEC and OTCMarkets and/or have negative signs at www.otcmarkets.com (See section below titled "Risks Related to the Profiled Issuers, which provides additional information pertaining thereto). For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity-based compensation in the companies it writes about, or a combination of the two. For full disclosure, please visit: https://www.cannabisfn.com/legal-disclaimer/. A short time after we acquire the securities of the foregoing company, we may publish the (favorable) information about the issuer referenced above advising others, including you, to purchase; and while doing so, we may sell the securities we acquired. In addition, a third-party shareholder compensating us may sell his or her shares of the issuer while we are publishing favorable information about the issuer. Except for the historical information presented herein, matters discussed in this article contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. CFN Media Group, which owns CannabisFN, is not registered with any financial or securities regulatory authority, and does not provide nor claims to provide investment advice or recommendations to readers of this release. CFN Media Group, which owns CannabisFN, may from time to time have a position in the securities mentioned herein and will increase or decrease such positions without notice. For making specific investment decisions, readers should seek their own advice and that of their own professional advisers. CFN Media Group, which owns CannabisFN, may be compensated for its Services in the form of cash-based and/or equity- based compensation in the companies it writes about, or a combination of the two. For full disclosure please visit: https://www.cannabisfn.com/legal-disclaimer/.