Sacramento, California–(Newsfile Corp. – March 16, 2021) – Vibe Growth Corporation (CSE: VIBE) (OTC Pink: VBSCF) (FSE: A061) (the “Company” or “Vibe“), a vertically integrated cannabis enterprise, is pleased to announce that it has closed its previously announced upsized and oversubscribed “bought deal” private placement (the “Offering“) of 16,830,250 units of the Company (the “Units“) at a price of $0.82 per Unit (the “Offering Price“) for aggregate gross proceeds of $13,800,805.
Each Unit consists of one (1) common share in the capital of the Company (a “Common Share“) and one-half (0.5) of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant“). Each Warrant entitles the holder to acquire an additional Common Share at a price of $1.06 until March 16, 2024; provided, however, that if the volume-weighted average closing price of the Common Shares on the Canadian Securities Exchange (or any such other stock exchange in Canada as the Common Shares may trade at the applicable time) is greater than or equal to $2.12 per Common Share for a period of ten (10) consecutive trading days at any time after the Closing Date, the Company may, in its sole discretion, and upon giving notice to holders of warrants, accelerate the expiry of the Warrants to the date that is 30 days following the date of such notice (the “Acceleration Right“).
Beacon Securities Limited (“Beacon“) acted as lead underwriter and sole bookrunner for the Offering on behalf of a syndicate of underwriters that also included Haywood Securities Inc. (together with Beacon, the “Underwriters“). In connection with the Offering, the Company paid the Underwriters cash fees of equal to 7.0% of the gross proceeds raised in the Offering. The Underwriters elected to receive a portion of such cash fees in Units, resulting in the Company paying aggregate cash fees of $631,496.35 and issuing an aggregate of 408,000 Units to the Underwriters. The Company also issued the Underwriters an aggregate of 1,178,118 compensation options (the “Compensation Options“). Each Compensation Option entitles the holder to acquire one (1) Common Share at the Offering Price until March 16, 2024, subject to the Acceleration Right.
“This oversubscribed financing will further accelerate Vibe’s ability to scale by strengthening its balance sheet to profitably expand retail stores, e-commerce, and cultivation assets in California. The upsized offering reiterates investor demand and the confidence of shareholders in Vibe’s strategy and ability to seize M&A opportunities and ignite even higher organic growth,” stated Mark Waldron, CEO of Vibe.
The net proceeds from the Offering are expected to be used for working capital and general corporate purposes.
All securities to be issued pursuant to the Offering are subject to a four-month hold period under applicable Canadian securities laws.
The Company anticipates completing a non-brokered private placement of 2,621,500 Units for additional gross proceeds of $2,149,630 later today.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Vibe Growth Corporation
Vibe Growth Corporation and its cannabis retail brand, Vibe By California, is a trusted, vertically integrated California cannabis enterprise with retail dispensaries; cannabis greenhouse cultivation; premium indoor cultivation; commercial cannabis distribution; brand sales and marketing; e-commerce platform; home delivery; and Hype Cannabis Co. marijuana and Vibe CBD products. In California, Vibe is focused on maximizing shareholder value through accelerating organic growth, opportunistic acquisitions, distressed workouts, and new license applications. The Company operates retail and e-commerce under its iconic Vibe By California brand. To learn more about Vibe, please visit www.vibebycalifornia.com.
Caution Concerning Forward-Looking Information
This press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws (“forward-looking statements”). Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.
The purpose of forward-looking statements is to provide the reader with a description of management’s expectations, and such forward-looking statements may not be appropriate for any other purpose. Disclosure in this press release concerning the Company’s expectation that it will close a non-brokered private placement and the timing thereof and the proposed use of proceeds of the Offering make reference to or involve forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements. No undue reliance should be placed on forward-looking statements contained in this press release. Such forward-looking statements are made as of the date of this press release. Vibe undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The Company’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.
The Canadian Securities Exchange has not approved nor disapproved the contents of this news release.
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