Ah... now I see what the buying was all about on Friday. They closed on a big finance deal. Must be some of the participants want some open market stock
CLS Holdings USA Announces Closing of Oversubscribed C$13.0 Million Private Placement
TORONTO and LAS VEGAS, June 25, 2018 (GLOBE NEWSWIRE) -- CLS Holdings USA, Inc. (CLSH) “CLS,” a development stage diversified cannabis company operating as Cannabis Life Sciences, is pleased to announce the closing of its previously announced oversubscribed private placement offering (the "Offering") of special warrants (the "Special Warrants") for aggregate gross proceeds of C$13,037,859. Proceeds exceeded the originally announced target of C$10,000,000 due to high investor demand. A Canadian agent (the "Agent") acted as the sole agent and sole bookrunner in connection with the Offering.
Pursuant to the Offering, the Company issued 28,973,019 Special Warrants, at a price of C$0.45 per Special Warrant. Each Special Warrant is automatically exercisable, for no additional consideration, into units of the Company (the "Units") on the earlier of: (i) the date that is five business days following the date on which the Company obtains a receipt from the applicable securities regulatory authorities in each of the jurisdictions in Canada in which the Special Warrants are sold (collectively, the "Securities Commissions") for a (final) prospectus qualifying the distribution of the Units issuable upon exercise of the Special Warrants (the "Qualification Prospectus"), intended to be no later than August 31, 2018, and (ii) the date that is four months and one day after the completion of the acquisition (the “Proposed Acquisition”) of the outstanding equity interests in three subsidiaries of Alternative Solutions, LLC, known as Oasis Cannabis (the "Time of Expiry").
Upon automatic exercise of the Special Warrants, each Unit shall consist of one common share of the Company (each, a "Common Share") and one common share purchase warrant of the Company (each, a "Warrant"). Each Warrant will be exercisable to acquire one Common Share at a price of C$0.65 for a period of 36 months from the date that the Common Shares are listed on a recognized Canadian stock exchange, subject to adjustment in certain events.
Pursuant to the terms of the Offering, the Company has agreed to use its best efforts to obtain a receipt from the Securities Commissions for the Qualification Prospectus before August 19, 2018 (the “Qualification Date”); provided, however, that there is no assurance that a Qualification Prospectus will be filed or that a receipt therefor will be issued by the Securities Commissions prior to the expiry of the statutory four month hold period on October 21, 2018. In the event the Company has not received a receipt from the Securities Commissions for the Qualifying Prospectus before the Qualification Date, each unexercised Special Warrant will thereafter entitle the holder to receive, upon the exercise thereof, for no additional consideration, 1.1 Units (instead of one (1) Unit) (the additional 0.1 Units are collectively referred to herein as the "Penalty Units"); provided, however, that any fractional entitlement to Penalty Units will be rounded down to the nearest whole Penalty Unit.
Insiders of the Company or their associates participated in the Offering for an aggregate amount of C$1,335,712.
In connection with the Offering, the Agents received a cash commission, a corporate finance fee equal to 1,448,651 Special Warrants, and 2,317,842 compensation warrants (the "Compensation Warrants"). Each Compensation Warrant entitles the holder thereof to acquire one Unit at a price of $0.45 per Unit for a period of 36 months from the date that the Common Shares are listed on a recognized Canadian stock exchange, subject to adjustment in certain events.
Prior to the filing of the Qualifying Prospectus and the automatic exercise of the Special Warrants, the securities issued under the Offering will be subject to a four month hold period from the date of closing of the Offering, expiring on October 21, 2018.
The net proceeds from the Offering will be disbursed to the Company in connection with the closing of the Proposed Acquisition and will be used for the Proposed Acquisition, facility expansion, working capital and general corporate purposes.
The securities referenced herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any applicable state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy such securities in the United States.
News 
Market Data 
Discover 
