Indus Holdings, Inc. Completes C$34.5 Million Underwritten Public Offering
SALINAS, Calif., Dec. 21, 2020 (GLOBE NEWSWIRE) — Indus Holdings, Inc. (“Indus” or the “Company”) (CSE:INDS; OTCQX:INDXF), a leading, vertically-integrated, California-focused cannabis company announces the closing of its previously announced underwritten public offering (the “Offering”) of units of the Company (the “Units”). The Offering was conducted by a syndicate of underwriters co-led by Canaccord Genuity Corp. and Beacon Securities Limited, and including PI Financial Corp. (collectively, the “Underwriters”) and consisted of the sale of 23,000,000 Units (including the full exercise of the over-allotment option by the Underwriters) at a price of C$1.50 per Unit (the “Offering Price”) for aggregate gross proceeds of C$34,500,000,
Each Unit is comprised of one subordinate voting share of the Company (a “Share”) and one-half of one Share purchase warrant of the Company (each full Share purchase warrant, a “Warrant”). Each Warrant is exercisable to acquire one subordinate voting share of the Company (a “Warrant Share”) until December 21, 2023 at an exercise price of C$2.20 per Warrant Share, subject to adjustment in certain circumstances. The Company has received approval from the Canadian Securities Exchange (“CSE”) to list the Warrants issued pursuant to the Offering, and the Warrants are expected to be listed and posted for trading on the CSE under the symbol “INDS.WT” on or about December 21, 2020, subject to the Company satisfying the remaining requirements of the CSE.
The Company intends to use the net proceeds from the Offering for the development of an additional cultivation and production facility and working capital and other general corporate purposes, as further described in the prospectus supplement (the “Prospectus Supplement”) dated December 16, 2020 to the final base shelf prospectus (the “Base Prospectus”) of the Company dated December 11, 2020.
The securities issued pursuant to the Offering were qualified for distribution pursuant to the Prospectus Supplement and the Base Shelf Prospectus, filed in each of the provinces of Canada, except Québec, and offered and sold outside Canada to qualified investors in accordance with applicable law. The Prospectus Supplement, Base Shelf Prospectus, and the documents incorporated by reference therein, are available on the Company’s issuer profile on SEDAR at www.sedar.com.
Certain directors and management of the Company (the “Insiders”) purchased an aggregate of 1,227,800 Units pursuant to the Offering. Participation by the Insiders in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Offering was considered, and ultimately approved by the board of directors of the Company on December 14, 2020. The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders’ participation in the Offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101. A material change report in connection with the participation of Insiders in the Offering will be filed less than 21 days in advance of the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The securities comprising the Units have not been and nor will they be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws. Accordingly, the securities comprising the Units may not be offered or sold within the United States or to or for the account of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Indus in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT INDUS HOLDINGS, INC.
Indus Holdings, Inc. (CSE: INDS; OTCQX: INDXF) is a vertically-integrated cannabis company with advanced production capabilities, including cultivation, extraction, manufacturing, brand sales & marketing, and distribution. Founded in 2014 and based in Salinas, California, Indus offers services supporting every step of the supply chain and an extensive portfolio of award-winning brands, including Cypress Cannabis, House Weed, The Original Pot Co., MOON, Humble Flower, and Kaizen Medicinals. Indus Distribution, a division of Indus Holdings, Inc., is a leading distributor of cannabis products, servicing an extensive portfolio of brands and licensed retailers.
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