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CALGARY, AB, March 27, 2025 /CNW/ – CanadaBis Capital Inc. (“CanadaBis“) (TSXV: CANB) is excited to announce that, in response to significant investor interest, the brokered private placement initially announced on March 12, 2025 (the “March 12 Release“) has been expanded to include up to 4,500 unsecured convertible debentures (the “Debentures“) at a price of $1,000 per Debenture, resulting in total gross proceeds of up to $4.5 million (the “Financing“). Research Capital Corporation will act as the sole agent and bookrunner (the “Agent“).
Canadabis Capital CANB.v Announces Merge with Simply Solventless HASH.v (CNW Group/CanadaBis Capital Inc.)
The Debentures will accrue interest at a rate of 11.0% per annum starting from the issuance date, with interest payable quarterly in arrears. The interest may be settled in cash or in common shares of the Company (“Common Shares“) at the discretion of the Company. The Debentures will reach maturity 48 months after the Financing closes (“Maturity Date“).
The principal amount of each Debenture may be converted, at the holder’s option, into Common Shares no additional cost following the date that is 4 months and 1 day from the issuance date, prior to the Maturity Date, at a conversion price of $0.10 per Common Share (the “Conversion Price“), subject to typical adjustments. Repayment of the Debentures will be in cash upon reaching the Maturity Date.
Five months post-issuance, CanadaBis retains the right to redeem all or part of the outstanding Debentures in cash at 105% of the outstanding principal at the time of redemption, along with accrued interest. If redemption occurs before the Debentures have been outstanding for six months, CanadaBis must compensate the holder with all accrued and unpaid interest, plus an additional amount ensuring the holder receives at least six months of interest on the principal being redeemed, excluding any interest already paid.
CanadaBis has provided the Agent with an option (the “Agent’s Option“) to increase the Financing size by up to 15% of the Debentures, which can be exercised by giving written notice to CanadaBis up to 48 hours prior to the Financing closing.
The initial tranche of the Financing is expected to take place around April 2, 2025, followed by a second tranche the week after. This Financing is subject to various conditions, including approval from the TSXV. A statutory hold period of four months and one day will apply to the Debentures post-Closing.
The Company has consented to pay the Agent a cash commission equivalent to 6.0% of gross proceeds, plus broker warrants equivalent to 6.0% of the number of Common Shares issuable upon conversion of the Debentures (based on the Conversion Price), with a reduction for orders on a ‘president’s list.’ Each broker warrant is exercisable for one Common Share at $0.10 per Common Share for a term of 48 months from the issuance date.
CanadaBis is currently finalizing a plan of arrangement with Simply Solventless Concentrates Ltd. (“SSC“) as further detailed in the March 12 Release (the “Arrangement“). A special meeting for CanadaBis shareholders to approve the Arrangement is scheduled for April 28, 2025. The Financing is not contingent upon the completion of the Arrangement, nor is the Arrangement dependent on the Financing closing. The indenture governing the Debentures will contain standard provisions that Common Shares of SSC shall be issued upon conversion of Debentures post-Arrangement closure, with an adjustment to the Conversion Price based on the exchange ratio specified in the Arrangement.
A copy of the arrangement agreement can be accessed on SEDAR+ under CanadaBis’ profile at www.sedarplus.ca.
ABOUT CANADABIS CAPITAL LTD.
CanadaBis Capital Inc. is a publicly-traded company (TSXV: CANB) which is a vertically integrated Canadian cannabis company focused on substantial growth within the global cannabis market, particularly in catering to the rapidly growing concentrates segment through their Stigma Grow cultivation and BHO extraction facility.
For additional information about CanadaBis, please visit www.canadabis.com and www.stigmagrow.ca.
Third-Party Information
All external information included in this release, including that related to CanadaBis provided by its management, has not been independently validated by CanadaBis. While considered reliable by CanadaBis, it makes no guarantees regarding the accuracy of such external information.
Notice on Forward Looking Information
This news release contains specific “forward-looking statements” as defined under applicable Canadian securities legislation. These statements encompass, but are not limited to, projections regarding the timing of the Financing’s closing, the overall proceeds anticipated from the Financing, the completion of the Arrangement, and the implementation of the Agent’s Option. While considered reasonable, these statements are subject to both known and unforeseen risks, uncertainties, and other factors that may lead to actual outcomes differing materially from those stated. Such factors include, but are not limited to: obtaining the necessary regulatory approvals, including from the TSX Venture Exchange, or possible delays or failures in securing any required board, shareholder, or regulatory approvals. There is no guarantee that these statements will prove to be accurate, as actual outcomes and future occurrences may differ significantly from expectations reflected in these statements. Although CanadaBis has made efforts to identify critical risks and uncertainties that could lead actual results to differ markedly, additional factors may also exist that could result in unanticipated outcomes. CanadaBis does not assume any obligation to update this forward-looking information unless mandated by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined within the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE CanadaBis Capital Inc.
Cision
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