$KBEVF - Koios Beverage Corp. Secures Up To $28-million Equity Facility From Alumina Partners (Ontario) Ltd.
VANCOUVER , Sept. 24, 2018 /CNW/ - Koios Beverage Corp. (KBEV.CN)(KBEVF) (the "Company" or "Koios"
is pleased to announce the Company has entered into an agreement (the "Agreement" for a draw-down equity facility of up to $28,000,000 . The Agreement provides for equity private placement offerings (each, an "Offering", to be conducted between the Company and Alumina Partners ( Ontario ) Ltd. ("Alumina Partners", a subsidiary of Alumina Partners LLC, a New York based private equity firm that has made significant investments in the cannabis sector, in draw-down amounts of up to $2,000,000 .
Pursuant to the terms of the Agreement, Alumina Partners committed to purchasing up to $28,000,000 worth of units of the Company (each, a "Unit", consisting of one common share (each, a "Share" and one half of one common share purchase warrant (each whole warrant, a "Warrant", with each Unit being purchased at a discount of between 15 to 20% of the then current market price of the Shares, or such lesser discount as dictated by Section 2.1 of Policy 6 of the Canadian Securities Exchange or as mutually agreed by the parties, with each Offering occurring at the sole option of the Company, throughout the 24 month term of the Agreement. The exercise price of the Warrants will be at a 50 per cent premium over the then current market price of the Shares. Each whole Warrant will entitle the holder to purchase one additional share for a period of 24 months from the closing of the applicable Offering. Closing of each Offering is subject to a number of conditions, including receipt of any necessary corporate and regulatory approvals.
The equity facility has been structured to best suit the Company's rapid growth strategies while maintaining shareholder value. Each draw-down will be drawn upon at the sole discretion of Koios, allowing for the flexibility to access funds only when necessary. This strategy allows Koios to protect shareholder value while growing consumer awareness and meeting production demands for new and existing territories.
"In our minds, Alumina offers the ideal type of financing for a younger company like ours that faces rapid expansion, but also does not want to dilute their shareholders by taking on too much equity investment at lower valuations," explained Koios CEO Chris Miller . This Agreement will allow us to comfortably fuel our expansion and help the Company execute its transition into profitable growth."
"The most rapidly expanding and evolving markets – along with the highest gross margins – in the regulated cannabis space are presently in cannabinoid beverages," said Adi Nahmani , Managing Member of Alumina Partners LLC. "We are pleased to stand behind Koios as they work to extend their commanding lead in this market and move to aggressively add new markets to their growing portfolio."
All securities issued in connection with an Offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.
None of the securities issued in an Offering will be registered under the United States Securities Act of 1933, as amended (the "1933 Act", and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
On behalf of the Board of Directors of the Company.
KOIOS BEVERAGE CORP.
"Chris Miller"
Chris Miller , CEO and Director
VANCOUVER , Sept. 24, 2018 /CNW/ - Koios Beverage Corp. (KBEV.CN)(KBEVF) (the "Company" or "Koios"
is pleased to announce the Company has entered into an agreement (the "Agreement" for a draw-down equity facility of up to $28,000,000 . The Agreement provides for equity private placement offerings (each, an "Offering", to be conducted between the Company and Alumina Partners ( Ontario ) Ltd. ("Alumina Partners", a subsidiary of Alumina Partners LLC, a New York based private equity firm that has made significant investments in the cannabis sector, in draw-down amounts of up to $2,000,000 . Pursuant to the terms of the Agreement, Alumina Partners committed to purchasing up to $28,000,000 worth of units of the Company (each, a "Unit"
, consisting of one common share (each, a "Share" and one half of one common share purchase warrant (each whole warrant, a "Warrant", with each Unit being purchased at a discount of between 15 to 20% of the then current market price of the Shares, or such lesser discount as dictated by Section 2.1 of Policy 6 of the Canadian Securities Exchange or as mutually agreed by the parties, with each Offering occurring at the sole option of the Company, throughout the 24 month term of the Agreement. The exercise price of the Warrants will be at a 50 per cent premium over the then current market price of the Shares. Each whole Warrant will entitle the holder to purchase one additional share for a period of 24 months from the closing of the applicable Offering. Closing of each Offering is subject to a number of conditions, including receipt of any necessary corporate and regulatory approvals. The equity facility has been structured to best suit the Company's rapid growth strategies while maintaining shareholder value. Each draw-down will be drawn upon at the sole discretion of Koios, allowing for the flexibility to access funds only when necessary. This strategy allows Koios to protect shareholder value while growing consumer awareness and meeting production demands for new and existing territories.
"In our minds, Alumina offers the ideal type of financing for a younger company like ours that faces rapid expansion, but also does not want to dilute their shareholders by taking on too much equity investment at lower valuations," explained Koios CEO Chris Miller . This Agreement will allow us to comfortably fuel our expansion and help the Company execute its transition into profitable growth."
"The most rapidly expanding and evolving markets – along with the highest gross margins – in the regulated cannabis space are presently in cannabinoid beverages," said Adi Nahmani , Managing Member of Alumina Partners LLC. "We are pleased to stand behind Koios as they work to extend their commanding lead in this market and move to aggressively add new markets to their growing portfolio."
All securities issued in connection with an Offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.
None of the securities issued in an Offering will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"
, and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful. On behalf of the Board of Directors of the Company.
KOIOS BEVERAGE CORP.
"Chris Miller"
Chris Miller , CEO and Director
1
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