Eve & Co Completes Issuance of $550,000 Convertible Debentures
STRATHROY, Ontario, Dec. 14, 2020 (GLOBE NEWSWIRE) — Eve & Co Incorporated (“Eve & Co” or the “Company”) (TSX-V: EVE; OTCQX: EEVVF) is pleased to announce that it has successfully completed its non-brokered financing of unsecured convertible debentures in the principal amount of Cdn$550,000 (the “Debentures”) to certain individuals, including the Company’s Chief Executive Officer, Melinda Rombouts. The proceeds from the Debentures will be utilized for general working capital purposes.
The Debentures have a two-year term and bear simple interest at a rate of 10% per annum. The principal amount of the Debentures may be converted by the Debentures’ holder at any time into common shares of the Company (“Common Shares”) at a deemed price of $0.06 per Common Share during the first year of the term and $0.10 per Common Share during the second year of the term.
The interest payable under the Debentures shall be paid in cash within five business days of each financial year end or upon notice of early redemption by the Company. The Debentures may be redeemed by the Company prior to the expiry of their term at the option of the Company, subject to payment by the Company of certain specified early redemption payments.
In addition, an aggregate of 4,581,500 share purchase warrants (the “Warrants”) of the Company were issued together with the Debentures (being 8.33 Warrants for each $1.00 principal amount of Debentures). Each Warrant entitles the holder to acquire one Common Share at an exercise price of $0.06 per Common Share for a period of two years from the date of issuance of the Warrant.
“We are very pleased to have completed this Debenture offering in such a short window of time. As the lead investor in the offering, I am confident that the funds raised will enable Eve to continue to flourish as we move to achieving the sales targets and international shipments expected in early 2021. This investment is reflective of the confidence our associates and I have in the Company, its prospects and growth potential,” said Melinda Rombouts, President and Chief Executive Officer of Eve & Co.
No finders’ fees were paid in association with this financing. All securities issued and issuable in connection with the financing are subject to a statutory hold period expiring on April 12, 2021.
Pursuant to the financing, the Chief Executive Officer of the Company acquired Debentures in the aggregate principal amount of $200,000. This issuance of the Debentures and accompanying Warrants to the Chief Executive Officer constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as at the time the transaction was agreed to, neither the fair market value of the subject matter of, or the fair market value of the consideration for, the transaction insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization, pursuant to subsections 5.5(a) and 5.7(1)(a) of 61-101.
The Company also announces the grant of 3,000,000 options to purchase Common Shares (the “Options”) to a director. The Options are exercisable at a price of $0.055 per share, for a term of five years. The terms of the Options granted on December 11, 2020 are in accordance with the Company’s stock option plan.
ABOUT EVE & CO
Eve & Co, through its wholly-owned subsidiary NMC, holds cultivation and processing licences under the Cannabis Act (Canada) for the production and sale of various cannabis products, including dried cannabis, cannabis plants and extraction of cannabis oil and has received its European Union certificate of Good Manufacturing Practice. NMC was Canada’s first female-founded licensed producer of medicinal marijuana and received its cultivation licence from Health Canada in 2016. Eve & Co is led by a team of agricultural experts and has a licensed 1,000,000 square foot greenhouse located in Strathroy, Ontario.
The Company’s website can be visited at www.evecannabis.ca.
The 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 includes statements containing certain “forward-looking information” within the meaning of applicable securities law (“forward-looking statements”). Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur, and include, but are not limited to, the negative of these words or other variations on these words or comparable terminology. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Forward-looking statements contained in this release including statements with respect to the proposed use of proceeds of the financing and potential conversion/exercise of the Debentures and Warrants, amongst other matters. Forward-looking statements are subject to a variety of risks, uncertainties and other factors that management believes to be relevant and reasonable in the circumstances could cause actual events, results, level of activity, performance, prospects, opportunities or achievements to differ materially from those projected in the forward-looking statements, including general business and economic conditions, changes in laws and regulations, product demand, changes in prices of required commodities, competition, the effects of and responses to the COVID-19 pandemic and other risks, uncertainties and factors set out under the heading “Risk Factors” in the Company’s management’s discussion and analysis dated November 26, 2020 (the “MD&A”) and filed with Canadian securities regulators available on the Company’s issuer profile on SEDAR at www.sedar.com. The Company cautions that the list of risks, uncertainties and other factors described in the MD&A is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such information. These forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances unless otherwise required to do so by law.
For further information, please contact:
President and Chief Executive Officer Eve & Co Incorporated
Telephone: (855) 628-6337
Interim Chief Financial Officer Eve & Co Incorporated
Telephone: (855) 628-6337