Freshlocal Solutions Inc. is pleased to announce that it has held a second and final closing of its previously-announced brokered private placement by issuing an aggregate of 1,500 convertible debenture units (the “Convertible Debenture Units”) at a price of $1,000 per Convertible Debenture Unit for aggregate gross proceeds to Freshlocal of $1,500,000. As a result of the second closing, Freshlocal raised total proceeds of $13,915,000 in the private placement (the “Private Placement”).
Desjardins Capital Markets acted as lead agent and Cormark Securities Inc. acted as co-agent in connection with the Private Placement.
Each Convertible Debenture Unit is comprised of (i) one 8% subordinated unsecured convertible debenture of the Company, in a principal amount of $1,000, which is convertible into common shares of the Company (each a “Common Share”) at a conversion price of $1.90 per Common Share, subject to adjustment in certain events and maturing on December 31, 2024 (the “Maturity Date”); and (ii) 263 common share purchase warrants of the Company (the “Warrants”). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $1.25 per share until the Maturity Date.
The Company intends to use the net proceeds of the Private Placement for working capital, repayment of debt and/or general corporate purposes. The Convertible Debentures will be unsecured obligations of the Company and rank pari passu in right of payment of principal and interest with all other previously existing unsecured subordinated indebtedness of the Company.
This news release does not constitute an offer to sell, or a solicitation of an offer to sell, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the “United States” or to “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
