This is from the CHI term sheet from the offering I got in October 2016.
Issuer:
Canopy Health Innovations (the “Company”).
Issue:
Treasury offering (the “Offering”) of 4,000,000 common shares (the “Shares”)
Issue Price:
C$1.50 per Share (“Issue Price”), representing a pre-money valuation of C$9,000,000
Issue Size:
C$6,000,000
Capital Structure:
Pro-forma shares outstanding are anticipated to be 10 million. Subscribers in the Offering will own 40% of the shares outstanding, and the Company’s management, researchers, and Canopy Growth Corporation will own the remaining 60%. There are currently no options, warrants or debt outstanding.
Use of Proceeds:
The net proceeds of the Offering will be used for observational studies, research costs, as well as working capital and general corporate purposes.
Form of Offering:
Best efforts private placement, subject to termination clauses including “due diligence” out, “disaster” out, “material adverse change” out, “breach” out and “market” out clauses commencing upon acceptance of this offer and terminating on the Closing Date.
Form of Agency:
Private placement to “accredited investors” and other exempt purchasers in all provinces of Canada as agreed upon and in the United States pursuant to exemptions from the registration requirements under Regulation D of the U.S. Securities Act of 1933.
The Offering will also be made available to offshore investors pursuant to relevant prospectus or registration exemptions in accordance with applicable laws.
Hold Period:
The Company is a private company and there is currently no market through which its securities may be sold and holders may not be able to resell securities purchased under this Issue. The Shares may be subject to an indefinite hold period pursuant to applicable securities laws.
Liquidity Event:
The Company shall use its reasonable best efforts to complete a listing on a mutually agreed upon stock exchange on or before March 31, 2017 (“Liquidity Event”).
Eligibility:
The Shares will not be qualified investments under the Income Tax Act (Canada) for registered accounts.
Agent:
Dundee Securities Ltd.
Commission:
8.0% cash commission (3.0% cash fee on the President’s List).
Closing Date:
On or about November 18, 2016
