VANCOUVER, BC--(Marketwired - November 16, 2016) - Saber Capital Corp. (TSX VENTURE: SAB.H) ("Saber" or the "Company") is pleased to announce that on November 10, 2016, it has closed the previously announced brokered (the "Brokered Offering") and non-brokered offering (the "Non-Brokered Offering" and collectively with the Brokered Offering, the "Offering") of subscription receipts (the "Subscription Receipts") to raise an aggregate of approximately $21.7 million. The gross proceeds of the Offering are being held in escrow and will be released to the Company upon the satisfaction of certain escrow release conditions, which includes the completion of the Company's qualifying transaction (the "Transaction") with Emblem Corp. ("Emblem") (as disclosed in the Company's press release dated August 29, 2016). Each Subscription Receipt will be automatically exchanged (without payment of additional consideration or action on the part of purchaser) into units consisting of one common share of the Company (a "Share") and one-half of one common share purchase warrant of the Company (each whole warrant being a "Warrant") upon the satisfaction of the escrow release conditions. Each Warrant will be exercisable into one Share at the exercise price of $1.75 per Share for a period of three (3) years from the closing of the Transaction. The Subscription Receipts and all underlying securities are subject to a 4 month hold statutory hold period in accordance with applicable securities laws. The Shares issuable upon exercise of the Warrants will also be subject to a 12 month contractual hold period commencing the date of closing of the Transaction. In the event the escrow release conditions are not satisfied, the proceeds to the Offering will be refunded to the purchasers.
Brokered Subscription Receipt Offering
The Company issued 6,690,000 Subscription Receipts at the price of $1.15 per Subscription Receipt (the "Offering Price") for gross proceeds of $8,004,000 under the Brokered Offering, with PI Financial Corp. (the "Agent") acting as agent. As compensation for its services as agent, the Company issued to the Agent compensation Subscription Receipts equal to 8% of the Subscription Receipts sold under the Brokered Offering. As additional compensation the Company issued 50,000 compensation Subscription Receipts in payment of a corporate finance fee.
Non-Brokered Subscription Receipt Offering
The Company issued 11,784,396 Subscription Receipts at the Offering Price for gross proceeds of $13,552,055 under the Non-Brokered Offering to purchasers. As compensation to certain finders, the Company issued 8% finder's Subscription Receipts in connection with the Non-Brokered Offering.
"With the closing of our financing Emblem is now financially positioned to execute our rapid expansion of production capacity to meet increasing demand from both the medical market and the anticipated recreational market," said Gord Fox, Chief Executive Officer.
"I would like to thank all of the shareholders for their continued support of the Company. We greatly appreciate the trust you have placed in Emblem's operations, management, and mission. We will strive to capitalize on opportunities and create increased shareholder value.
We look forward to listing on the TSX Venture Exchange in the coming weeks under the symbol EMC."
The proceeds from the Offering will be used to expand production capacity, to advance pharmaceutical formulation development and for general corporate purposes.
Short Form Offering Document
Further to the Company's news releases of May 5, 2016, August 29, 2016 and October 14, 2016, the Company will be undertaking a further financing consisting of a brokered offering of units for gross proceeds of up to $2,000,000 by way of a TSX Venture Exchange ("TSX-V") Short Form Offering Document (the "SFOD"). The SFOD will be completed concurrent with the closing of the Transaction and will be announced in due course. The SFOD, along with the Offering, is part of a series of equity financings undertaken by the Company to raise approximately $23,700,000 in connection with the Transaction.
Update on Results of Saber Shareholder Meeting
Saber further announces the voting results of its shareholders' meeting held on November 4, 2016. The shareholders of Saber have approved all of the resolutions put to them at the meeting, including electing all of the proposed board members, approving the Transaction, the continuation of the Company from the Business Corporations Act (British Columbia) to the Canada Business Corporations Act and the consolidation of the Company's common shares.
Update on Emblem Note Offering
On October 14, 2016, Emblem announced it would be undertaking a brokered offering of $5.5 million of secured notes. Emblem has decided to no longer undertake this offering.
Emblem is licensed under the Access to Cannabis for Medical Purposes Regulations (the "ACMPR") to cultivate and sell medical marihuana. Emblem carries out its principal activities producing marijuana from its facilities in Paris, Ontario pursuant to the provisions of the ACMPR and the Controlled Drugs and Substances Act (Canada) and its regulations.
Saber was incorporated under the Business Corporations Act (British Columbia) and is a Capital Pool Company listed on the NEX board of the Exchange. Saber has no commercial operations and has no assets other than cash.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed financings and has neither approved nor disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors -- including the availability of funds, the results of financing efforts and the parties' due diligence reviews, and general market conditions -- that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.