Bringing the term sheet back up just made my heart sink... Look at the valuation... I wanna cry. Interesting to note at the time they thought it would be trading on an exchange by March 2017
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
