Wayland Group (WAYL.CN) (75M.F) (MRRCF) (“Wayland” or the “Company”) announced today that it has entered into an agreement with a syndicate of underwriters led by Canaccord Genuity Corp. (the “Lead Underwriter” and, collectively with the syndicate, the “Underwriters”), pursuant to which the Underwriters will purchase, on a bought deal basis pursuant to the filing of a short form prospectus, an aggregate of 30,350,000 units (the “Units”) of the Company at a price of $1.65 per Unit (the “Offering Price”) for aggregate gross proceeds of $50,077,500 (the “Offering”).
Each Unit will consist of one common share (a “Common Share”) and one-half of one common share purchase warrant (each full common share purchase warrant, a “Warrant”) of the Company. Each Warrant will be exercisable to acquire one common share of the Company for a period of three years following the Closing Date (as hereinafter defined) at an exercise price of $2.15 per common share, subject to adjustment in certain events. In the event that the volume weighted average trading price of the Common Shares for 10 consecutive trading days exceeds $3.25 , the Company shall have the right to accelerate the expiry date of the Warrants upon not less than 30 days’ notice.
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 4,552,500 Units at the Offering Price, exercisable in whole or in part, at any time and from time to time on or prior to the date that is 30 days following the Closing Date. The over-allotment option may be exercised to acquire Units, common shares and/or warrants of the Company. If the over-allotment option is exercised in full, an additional $7,511,625 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be $57,589,125 .
The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada , other than Quebec . The Company intends to use the net proceeds from the Offering for potential acquisitions, working capital and general corporate purposes.
The Offering is expected to close on or about October 31, 2018 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Canadian Securities Exchange and the applicable securities regulatory authorities.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Maricann Group Inc., through its subsidiaries, is operating under the Wayland Group name. For further details see the press release dated September 24, 2018 .
About Wayland Group
Wayland is a vertically integrated producer and distributor of marijuana for medical purposes. The Company was founded in 2013 and is based in Burlington, Ontario, Canada and Munich, Germany , with production facilities in Langton, Ontario where it operates a medicinal cannabis cultivation, extraction, formulation and distribution business under federal licence from the Government of Canada . The Company also has production operations in Dresden , Saxony, Germany and Regensdorf, Switzerland . Wayland is currently undertaking an expansion of its cultivation and support facilities in Canada in a 942,000 sq. ft. (87,515 sq. m) footprint upon full buildout, and will continue to pursue new opportunities in Europe .
Forward Looking Information
This news release includes forward-looking information and statements, which may include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. Such statements include those relating to the proposed Offering, the use of proceeds and the anticipated Closing Date thereof. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.