TORONTO, ON, April 15, 2019 – DionyMed Brands Inc. (“DionyMed” or the “Company“) (CSE: DYME; OTCQB: HMDEF), a multi-state cannabis brands, distribution and direct-to-consumer delivery platform, is pleased to announce that it has entered into an agreement with a syndicate of agents co-led by Canaccord Genuity Corp. and Cormark Securities Inc. (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal private placement basis, 3,636,364 units of the Company (the “Units”) at a price of C$2.75 per Unit (the “Issue Price”) for aggregate gross proceeds to DionyMed of C$10,000,001 (the “Offering”).
Each Unit will be comprised of one subordinate voting share (a “Subordinate Voting Share”) and one subordinate voting share purchase warrant (a “Warrant”) exercisable into one Subordinate Voting Share (a “Warrant Share”) at price of C$3.80 per Warrant Share for a period of 36 months following the closing of the Offering. The net proceeds from the Offering will be used primarily towards the Company’s strategic growth initiatives and for general working capital purposes.
Closing of the Offering is expected to occur on or about May 2, 2019 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals. Pursuant to the terms of the Offering, the Underwriters have been granted an option to purchase up to an additional 3,636,364 Units at the Issue Price for additional gross proceeds to DionyMed of up to C$10,000,001, which option is exercisable by the Underwriters at any time prior to the Closing Date.
The Company will pay cash commissions to the Underwriters equal to 7.0% of the aggregate gross proceeds of the Offering. The Underwriters will also receive broker warrants exercisable for a period of 36 months from the closing of the Offering to acquire that number of Units which is equal to 7.0% of the number of Units sold under the Offering, at an exercise price equal to the Issue Price.
Founded in 2017, DionyMed is a multi-state cannabis brands platform, supporting cultivators, manufacturers and award-winning brands in the medical and adult-use cannabis markets. DionyMed sells branded products in every category from flower to vape cartridges, concentrates and edibles. DionyMed serves cannabis consumers through retail dispensary distribution and direct-to-consumer fulfillment with its growing portfolio of award-winning brands. Learn more at dionymed.com and follow @DYME_Inc on Twitter and LinkedIn.
Forward-Looking Information and Statements
This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”.
By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements, including but not limited to the risk factors set out in the Listing Statement of the Company available on the Company’s profile on SEDAR at www.sedar.com.
Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward- looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
Edward Fields, CEO
Peter Kampian, CFO