JohnCM Tuesday, 03/26/19 04:04:56 PM Re: None Post # of 71 Quote:Plus Products Raises C$25 Million and Includes Gotham Green Partners and Stable Road Capital as Investors February 28, 2019 Published by NCV Newswire Plus Products Announces Closing of Previously Announced Private Placement of Unsecured Convertible Note Units Plus Products Inc. (CSE: PLUS) (OTCQB: PLPRF) (the “Company” or “Plus Products”) is pleased to announce that it has closed the previously announced best efforts private placement with Canaccord Genuity Corp., as lead agent, together with a syndicate of agents (collectively, the “Agents”), for 25,000 units of the Company (the “Units”) at a price of C$1,000 for gross proceeds of C$25,000,000 (the “Offering”). Gotham Green Partners and Stable Road Capital were two of the lead investors in the private placement. We are thrilled to continue to have the opportunity to invest in PLUS. PLUS has built a tremendous brand and the management team is second to none. We look forward to working closely with the company to help them achieve their goals. Jason Adler, Managing Member of Gotham Green Partners “We are thankful for the support we have received from our past investors, and from new investors, as we continue to reach our goal of becoming the strongest cannabis brand in the world by delivering on our mission to make cannabis safe and approachable,” said Jake Heimark, CEO of Plus Products. Each Unit consists of one unsecured convertible note (each, a “Convertible Note”) accruing interest at 8% per annum, payable semi-annually in arrears until maturity, and 77 subordinate voting share purchase warrants of the Company (each, a “Warrant”). The Convertible Notes have a maturity date of 24 months from the closing date, being February 28, 2019. Each Convertible Note shall be convertible into subordinate voting shares in the capital of the Company (each, a “Conversion Share”) at a price of $6.50 (the “Conversion Price”) per Conversion Share commencing on the date which is seven months after the closing date. Each Warrant entitles the holder thereof to acquire one subordinate voting share in the capital of the Company (each, a “Warrant Share”) for an exercise price of $8.00 per Warrant Share for a period of five years following the closing date. If exercised during the first 12 months after the closing date, the underlying shares shall be subject to a 365-day contractual hold from the closing date. The Convertible Notes are unsecured obligations of the Company and rank pari passu in right of payment of principal and interest with all other Convertible Notes issued under the Offering and all other unsecured indebtedness of the Company. The Agents received a cash commission on the sale of the Offering of C$1,268,350, plus C$98,750 as agents’ expenses, including legal fees. The Agents also received 100,823 compensation warrants, each carrying the right to purchase one subordinate voting share in the capital of the Company (each, a “Compensation Warrant Share”) at a price of $8.00 per Compensation Warrant Share for a period of two years from the closing date. The proceeds from the Offering will be used by the Company for working capital and other general corporate purposes. The Convertible Notes, Warrants and Compensation Warrants issued pursuant to the Offering and any subordinate voting shares in the capital of the Company issued on conversion of the Convertible Notes or exercise of the Warrants or Compensation Warrants are subject to a statutory hold period in Canada of four months and one day following the closing date in accordance with applicable securities laws, which shall expire on June 29, 2019. Additional resale restriction may be applicable under the laws of other jurisdictions, if any. The securities of the Company 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. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption 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 of the securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. About Plus Products The Company is a branded-products manufacturer based in California. Its products consist of cannabis-infused edibles, which it sells to both the regulated medicinal and adult-use recreational markets. PLUSTM is currently one of the fastest-growing edible brands in California with the State’s top-selling products. The Company’s mission is to make cannabis safe and approachable – that starts with manufacturing high-quality products delivering consistent experiences. All products are produced in the Company’s dedicated food-safe cannabis manufacturing facility in southern California.