NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Jan. 30, 2019 (GLOBE NEWSWIRE) — Innovative Properties Inc. d/b/a Nabis Holdings (CSE:NAB; OTC: INNPF, FRA:7IP) (“Nabis” or the “Company”) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. and Eventus Capital Corp. to act as co-lead agents and co-bookrunners, on behalf of a syndicate of agents (collectively, the “Agents”), with respect to a commercially reasonable efforts brokered private placement of debenture units (“Debenture Units”) for aggregate gross proceeds to Nabis of up to C$30,000,000 (the “Offering”), each Debenture Unit being comprised of C$1,000 in principal amount of unsecured convertible debentures of Nabis (the “Convertible Debentures”) and 1,111 common share purchase warrants of Nabis (the “Warrants”). Each Warrant shall be exercisable to acquire one common share of Nabis (“Nabis Share”) at an exercise price of C$1.50 per share for a period of 36 months from the date of closing of the Offering (the “Closing Date”), regardless of whether the Convertible Debentures are converted. The Agents shall have the option, exercisable at any time up until 48 hours prior to the Closing Date to arrange for the sale of additional Debenture Units for additional aggregate gross proceeds to Nabis of up to C$5,000,000.
The Convertible Debentures will mature 36 months from the Closing Date, will bear interest at a rate equal to 8% per annum, payable on the last day of each calendar quarter, and will be convertible at the option of the holder into Nabis Shares at a price of C$0.90 per Nabis Share (the “Conversion Price”).
The Convertible Debentures will be subject to early redemption, in whole or in part, by the Company at any time after the first anniversary of the Closing Date at a price equal to the then outstanding principal amount of the Convertible Debentures plus all accrued and unpaid interest thereon up to and including the redemption date.
Commencing on the date that is four months and one day following the Closing Date, the Company may convert the Convertible Debentures into Nabis Shares at the Conversion Price if the daily volume weighted average trading price of the Nabis Shares is greater than C$1.65 for the preceding 10 consecutive trading days. Holders having their Convertible Debentures converted will receive accrued and unpaid interest thereon in cash.
The net proceeds of the Offering will be used to fund cannabis related investments, for strategic investment opportunities and for general working capital purposes.
As consideration for their services provided in connection with the Offering, the Company has agreed to: (i) pay the Agents a cash commission equal to 6% of the gross proceeds of the Offering, and (ii) issue the Agents such number of warrants (the “Agents’ Warrants”) equal to 6.0% of the of the gross proceeds Offering divided by the Conversion Price. Each Agents’ Warrant will be exercisable by the holder at an exercise price equal to the Conversion Price and at any time prior to the date that is 36 months following the Closing Date to acquire one unit consisting of one Nabis Share and one Warrant.
The Convertible Debentures, Warrants and Agents’ Warrants, as well as the underlying Nabis Shares, will be subject to a resale restrictions for a period of four months from the Closing Date.
The Closing Date is expected to occur on or about February 28th, 2019. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Canadian Securities Exchange.
The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended (the “Act”), and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.
About Innovative Properties Inc. (d/b/a Nabis Holdings)
Nabis Holdings is a Canadian investment issuer that invests in high quality cash flowing assets across multiple industries, including real property, securities, cryptocurrency, and all aspects of the U.S. and international cannabis sector. Led by two of the co-founders of MPX Bioceutical (CSE:MPX), one of the largest takeovers in the U.S. Cannabis space to date, the company has proven track record in emerging markets to create significant shareholder value. The Company is focused on investing across the entire vertically integrated aspects of the space with a focus on revenue generation, EBITDA and growth.
ON BEHALF OF THE BOARD OF DIRECTORS
“Shay Shnet”
Shay Shnet
CEO and Director
For inquiries, please contact 604-687-7130 or email [email protected].
The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.
All statements, other than statements of historical fact, included herein are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The risks are without limitations: that the Offering will be completed by the Company or completed upon the terms disclosed; the Canadian Securities Exchange will approve the Offering; the price for cannabis and related products will remain consistent and the consumer demand remains strong; availability of financing to the Company to develop the retail locations; retention of key employees and management; changes in State and/or municipal regulations of retail operations and changes in government regulations generally. Important factors that could cause actual results to differ, materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time with the Canadian Securities Exchange, the British Columbia Securities Commission, the Ontario Securities Commission and the Alberta Securities Commission.
