TORONTO, ON, June 6, 2019 – DionyMed Brands Inc. (“DionyMed” or the “Company“) (CSE: DYME; OTCQB: DYMEF), a multi-state cannabis brands, distribution and direct-to-consumer delivery platform, today announced that it has entered into an investment agreement (the “Agreement”) with Alumina Partners (Ontario) Ltd. (“Alumina”) providing availability of up to CAD$32 million over a 24-month period, to provide funding for the expansion of the Company’s leading cannabis product portfolio into new growth markets.
Under the terms of the Agreement, DionyMed will sell, on a private placement basis completed in tranches, units of the Company with a total value of up to CAD$2 million per tranche, over a 24-month period. Each unit consists of one subordinate voting share (each, a “Subordinate Voting Share”) and one half of one Subordinate Voting Share purchase warrant (each, a “Warrant”) in the capital of DionyMed. Each Warrant is set at a 50% premium to the market price (the “Market Price”) of the Subordinate Voting Shares on the Canadian Securities Exchange (the “Exchange”). Should the 10-day volume weight average price of the Subordinate Voting Shares, as traded on the Exchange, be equal to or greater than a 100% premium to the Warrant exercise price, the Company may accelerate the expiry date of the Warrants by providing Alumina with notice of its election to do so. In no event may the Subordinate Voting Shares issuable pursuant to the Agreement, when aggregated with the Subordinate Voting Shares already held by Alumina on the date of purchase, exceed 9.99% of DionyMed’s outstanding Subordinate Voting Shares. A minimum of five trading days must pass between the closing of one issuance of units under the Agreement and the initiation of another, subject by waiver by Alumina. The price per share of the Subordinate Voting Shares purchased by Alumina in each issuance of units under the Agreement shall be priced at a discount of 15% to 20% the Market Price, subject to the maximum aggregate discount cap mandated by the Exchange in relation to the then-prevailing price per share.
Edward Fields, CEO of DionyMed, stated, “This Agreement provides DionyMed with additional capital to accelerate our cannabis brands distribution and delivery platform. We are continuing to expand our California Direct-To-Consumer footprint with our entry into new markets- Sacramento and Los Angeles- bringing great cannabis brands to consumer throughout the largest cannabis market in the world.”
“Alumina is excited to support DionyMed as they continue to aggressively expand the reach of their distribution platform and the breadth and depth of their brands portfolio,” said Adi Nahmani, Managing Member of Alumina. “As the industry matures and the market transitions from recognizing promising business plans to rewarding management teams that can build real revenue, we see DionyMed’s competitive advantages and operational expertise becoming increasingly important differentiators in the space.”
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 Annual Information Form 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