Broadway Gold Mining Ltd. Announces Brokered Private Placement of Subscription Receipts
Not for distribution to United States newswire services or for release publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
Oakville, ON – October 29, 2018 – Further to its press release dated October 22, 2018, Broadway Gold Mining Ltd. (“Broadway” or the “Company”) (TSXV-BRD OTCQB:BDWYF) is pleased to announce a best efforts private placement (the “Offering”) of subscription receipts (“Subscription Receipts”) of Medcolcanna (BVI) Corp. (“Medcolcanna”). Pursuant to the Offering, Medcolcanna will issue up to 20,000,000 subscription receipts (the “Subscription Receipts”) at a price of CAD$0.25 per Subscription Receipt (the “Issue Price”) for gross proceeds of up to CAD$5,000,000. Each Subscription Receipt shall entitle the holder to receive, upon satisfaction of certain escrow release conditions, and without payment of additional consideration, one unit in the capital of Medcolcanna (a “Unit”). At the effective time of the completion of Broadway’s proposed reverse take-over with Medcolcanna (the “Proposed Transaction”), each Unit acquired upon conversion of the Subscription Receipts will be automatically exchanged for one Unit (a “Resulting Issuer Unit”) in the capital of the reporting issuer resulting from the completion of the Proposed Transaction (the “Resulting Issuer”). Each Resulting Issuer Unit will be comprised of one common share in the capital of the Resulting Issuer (a “Resulting Issuer Share”) and one-half of one common share purchase warrant of the Resulting Issuer (each whole common share purchase warrant, a “Resulting Issuer Warrant”).
Each Resulting Issuer Warrant shall be exercisable to acquire one Resulting Issuer Share (a “Resulting Issuer Warrant Share”) at a price per Resulting Issuer Warrant Share of CAD$0.40 for a period of 24 months from the closing of the Offering (the “Closing Date”). If, at any time after six months have elapsed from the Closing Date, the weighted average daily trading price of the Resulting Issuer Shares on the TSX Venture Exchange (the “TSX-V”) for 10 consecutive trading days is CAD$0.70 per Resulting Issuer Share or higher, the Resulting Issuer may accelerate the expiry time of the Resulting Issuer Warrants.
The syndicate for the Offering is comprised of GMP Securities L.P, as lead agent, and Canaccord Genuity Corp. (collectively, the “Agents”).
The Agents are entitled to receive a commission equal to 6.0% of the gross proceeds raised in the Offering (the “Commission”) and broker warrants (the “Compensation Options”), exercisable to acquire, within two years of the Closing Date, in the aggregate, Units equal to 6.0% of the number of Subscription Receipts sold under the Offering, at an exercise price equal to the Issue Price per Subscription Receipt. Subject to the satisfaction of certain escrow release conditions, pursuant to the Proposed Transaction (the “Escrow Release Conditions”), each Compensation Option will be exchanged for one Compensation Option of the Resulting Issuer (each a “Resulting Issuer Compensation Option”). Each Resulting Issuer Compensation Option shall entitle the holder thereof to subscribe for one Resulting Issuer Unit (the “Exchange Ratio”) at a price equal to the Issue Price multiplied by the Exchange Ratio for a period of two years from the Closing Date. If the Escrow Release Conditions are not satisfied on or before the Escrow Release Date, the Compensation Option shall be immediately cancelled. The Commission will be paid to the Agents upon closing of the Offering (from the aggregate subscription proceeds from the Offering).
Fifty percent (50%) of the Commission will be paid by the Company on the Closing Date with the balance (50%) paid to the Agents upon the satisfaction of the Escrow Release Conditions.
Medcolcanna intends to use the net proceeds from the Offering to fund the construction of facilities necessary for the production and processing of medicinal cannabis in Colombia.
About Broadway Gold Mining Ltd.
Broadway is focused on the exploration and development of the Broadway and Madison mine and the delineation of the porphyry source of their mineralization; the Company’s right, title and interest to the Broadway and Madison mine – 450 acres of land, a 192 acre ranch, buildings, mine equipment and fixtures, 6 patented, 35 unpatented mineral claims, and mineral rights to a four-square-mile property in the Butte-Anaconda region of Montana, a porphyry-based mining district – will be spun-out to Broadway’s current shareholders as a result of the Proposed Transaction. Assuming completion of the Proposed Transaction, Broadway will have acquired the business of Medcolcanna, will be a cultivator, manufacturer and distributor of medicinal cannabis based in Colombia, and is expected to be a Life Sciences Issuer under the policies of the TSX-V.
All information contained in this news release with respect to Broadway and Medcolcanna was supplied by the parties respectively for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the Proposed Transaction, please contact:
Primoris Group Inc.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Offering and the use of proceeds raised in the Offering. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.
Broadway and Medcolcanna assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
The securities to be offered in the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither the TSX-V nor its regulation services provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release and neither of these entities has in any manner passed upon the merits of the Transaction or any associated transactions.