FOR IMMEDIATE RELEASE
June 01, 2018
Maple Leaf Green World Inc. (“Maple Leaf” or the “Company”) (NEO: MGW) (OTCQB; MGWFF) is pleased to announce that it has entered into an agreement with Emerging Equities Inc. (“EEI”) of Calgary, Alberta dated May 30, 2018 whereby EEI has been engaged as strategic financial advisor and facilitator for the Company (the “Agreement”). Pursuant to the Agreement, EEI will evaluate various funding alternatives for the Company including potential private placements and debt funding by candidates introduced by EEI to the Company. The Agreement supersedes and replaces the letter agreement the Company entered into with EEI dated May 1, 2018 and announced by the Company on May 3, 2018 in conjunction with a proposed brokered private placement financing with EEI as lead agent. The Company intends to use the net proceeds of the funding alternatives to advance its engineering and construction plans for its cannabis cultivation facilities in Telkwa, British Columbia and Henderson, Nevada. Any additional funds will be used for the expansion plans of the Company and for general corporate purposes.
In consideration of EEI providing strategic financial advisor and facilitator services to the Company, the Company shall pay an advisory fee in the amount of $60,000 not inclusive of GST in four monthly installments beginning on June 15, 2018; subject to approvals of the Aequitas NEO Exchange Inc. (the “NEO Exchange”), the Company shall also issue to EEI 400,000 common share purchase warrants on June 15, 2018, each warrant entitling EEI to acquire one common share of the Company at an exercise price of $0.60 with a maturity date of June 15, 2020. The Company also agrees to pay EEI, upon the closing of any debt funding by candidates introduced to the Company by EEI, a success fee of 2% of the gross proceeds made available to the Company and the Company shall be responsible for all direct out-of-pocket expenses incurred by EEI, including, but not limited to, those of EEI’s legal counsel and consultants.
Following the recommendations of EEI, the Company is pleased to announce that it is proceeding with a non-brokered private placement of units of the Company (the “Units”) at an offering price of $0.60 per Unit. Each Unit will be comprised of a common share in the capital of the Company (each, a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”) for maximum proceeds of up to $5 million (the “Offering”). Each whole Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.90 up until and including June 15, 2020. Finders’ fees of 7% in cash or 7% in shares, at an exercise price of $0.60 may be issued on certain subscriptions to firms and individuals who introduce qualified subscribers and have entered into formal finders’ fee agreements with the Company. The Company is no longer pursuing the proposed brokered private placement financing as announced on May 3, 2018.
The first tranche of the Offering is anticipated to close on or before June 15, 2018, or such other date as may be decided by the Company. Closing of the Offering is subject to customary closing conditions, including, among other things, approval by the NEO Exchange and the securities issued will be subject to a four month and one day hold period under securities laws.
About Maple Leaf Green World Inc.
Maple Leaf is a public Canadian company that focuses on the cannabis industry in North America. The Company currently operates cannabis projects in British Columbia and Nevada. With over ten years of extensive greenhouse management experience, the Company applies its eco-agriculture knowledge and cultivation technology to produce contaminant-free organic cannabis products. Maple Leaf’s long-term objective is to produce cannabis oil and to export its products to approved countries. The Company’s common shares are listed for trading on the NEO Exchange under the symbol “MGW” and on the OTCQB market under the symbol “MGWFF”.
This press release includes certain statements and information that may be deemed “forward-looking statements” within the meaning of applicable Canadian securities legislation. Such forward-looking information relates to future events about Maple Leaf’s intended business plans and operations. All information other than historical fact may constitute forward-looking information within the meaning of applicable Canadian securities legislation.
Generally, forward-looking information can be identified by the forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget” or “budgeted”, “scheduled”, “estimates”, “projects”, “intends”, “proposes”, “complete”, “anticipates”, or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “can”, “could”, “would”, “might”, or “will be taken”, “occur”, or “be achieved”. Forward-looking information is 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 forward-looking information, including but not limited to: risks related to the development and operation of the Company’s projects, risks associated with general economic conditions, adverse industry events, marketing costs, loss of markets, future legislative and regulatory developments involving medical cannabis, inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms, the medical cannabis industry in Canada and the jurisdictions where the Company operates generally, income and sales tax and regulatory matters, competition, regulatory approvals including approvals from municipal, provincial, and federal regulatory bodies in Canada. Although the Company has attempted to identify important factors that could cause results to differ materially from those contained in forward-looking information, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed, planned, or intended. Accordingly, such list of factors are not exhaustive. Additional information on these and other factors which could affect the Company’s operations and financial results are discussed in the sections relating to risk factors of the business filed in the Company’s required securities filings with applicable securities commissions or other securities regulatory authorities and which may be accessed through the SEDAR website (www.sedar.com).
Specifically, this press release includes, but is not limited to, forward-looking information with respect to the timing and completion of the Offering, the use of net proceeds from the Offering, the receipt of regulatory approvals, and the timing thereof, the future operations of the Company, and other statements that are not historical facts. These forward-looking statements are made as of the date of this press release and the Company does not undertake to update any forward-looking information contained in this press release or that is incorporated by reference herein, whether as a result of new information, future events or results or otherwise, except in accordance with applicable securities laws.
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