TORONTO, ONTARIO--(Marketwired - June 30, 2016) - Abba Medix Group Inc. ("Abba" or the "Company") (CSE:ABA) is pleased to announce that it has executed an engagement agreement with Mackie Research Capital Corporation ("Mackie Research").
Mackie Research will act as lead agent and sole bookrunner, on a best-efforts basis, for a private placement offering (the "Offering") for gross proceeds (the "Gross Proceeds") of a minimum of $6,000,000 and up to a maximum of $10,000,000 in support of the previously announced acquisition on of Marijuana for Trauma Inc. and The Longevity Project (the "Acquisition"). The proceeds of the Offering will initially be deposited with a third party escrow agent and released to the Company upon completion of the Acquisition. For further details of the Acquisition, please refer to the Company's news release dated June 30, 2016.
The Offering will consist of "Equity Units" and "Convertible Debenture Units" as follows:
"Equity Units" in the principal amount of a minimum of $3,000,000 and up to a maximum of $4,000,000, at a price of $0.25 per Equity Unit (the "Equity Offering Price"), with each Equity Unit comprised of: (a) one common share of the Company (a "Common Share") and (b) one common share purchase warrant of the Company (a "Equity Warrant");
"Convertible Debenture Units" in the principal amount of a minimum of $3,000,000 and up to a maximum of $6,000,000, at a price of $1,000 per Convertible Debenture Unit (the "Convertible Debenture Unit Offering Price"), with each Convertible Debenture Unit comprised of: (a) one 8.5% secured debenture with a principal amount of $1,000 (a "Debenture"); and (b) 1,000 Convertible Debenture Warrants (a "CD Warrant").
Each Equity Warrant and each CD Warrant will entitle the holder thereof to acquire one common share (a "Warrant Share") for an exercise price of $0.40 per Warrant Share for a period of 24 months following closing of the Acquisition.
Prior to Closing, the Company will seek the approval of its shareholders to approve the Acquisition, a proposed 1.5:1 share consolidation (the "Consolidation") and certain related matters. Unless otherwise specified, all references herein to numbers of securities and pricing are given on a post Consolidation basis.
For more information about Abba Medix, please go to http://www.abbamedix.com.
For more information about Mackie Research, please go to http://www.mackieresearch.com.
About Abba Medix Corp.
Abba Medix Group Inc. (CSE:ABA) is the parent company of Abba Medix Corp.; a purveyor of fine medical marijuana in Canada. In compliance with Health Canada's regulations, the company's goal is to become a marketplace leader through strategic partnerships, mergers, and acquisitions to create a fully integrated medical marijuana marketplace. Abba's mission is to find, acquire or create joint venture opportunities in patient focused medical marijuana related companies, products, organizational events, sponsorships, educational training, and research and development within medical marijuana sector. For more information please visit www.abbamedix.com.
Cautionary Statements Regarding Forward-Looking Information
Certain statements within this press release relating to the Company constitute "forward-looking statements", within the meaning of applicable securities laws, including without limitation, statements regarding future estimates, business plans and / or objectives, sales programs, forecasts and projections, assumptions, expectations, and/or beliefs of future performance, are "forward-looking statements". Such "forward-looking statements" involve known and unknown risks and uncertainties that could cause actual and future events to differ materially from those anticipated in such statements. These risks and uncertainties relate to, among other things, to the Company's historical experience with medical marijuana operations, regulatory changes, timeliness of government approvals for the granting of permits and licenses, changes in medical marijuana prices, actual operating performance of facilities, risks associated with completion of the acquisition, including the availability of sufficient financing to complete the acquisition and fund the business of the combined company, other risks relating to the roll-out and intended expansion of a clinical wellness business, business integration risks, competitive risks, and other risks relevant to the medical marijuana and clinical wellness industries in general and to the Company in particular. Certain of these risks are disclosed in the Company's public filings at www.sedar.com and/or will be disclosed in the information circular to be filed in connection with the Company's anticipated special meeting of shareholders. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. There can be no assurance that Abba Medix's medical marijuana license application will be approved by Health Canada, nor that the proposed acquisition will be successfully completed on the terms or within the timeline contemplated above or at all. Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.