Harvest One Announces Amendment to Shareholder Loan
VANCOUVER, March 11, 2020 Harvest One Cannabis Inc. ("Harvest One" or the "Company") (TSX-V: HVT; OTCQX: HRVOF) is pleased to announce that MMJ Group Holdings Ltd. (“MMJ”) has agreed to extend the maturity date (the “Extension”) of a secured loan agreement (the "Loan Agreement") with MMJ, an insider of the Company, for a loan in the amount of $2,000,000, issued on January 10, 2020 (the "Loan"). The Loan, as amended, continues to be secured by a general security agreement over all of the present and future assets of the Company, including intangibles, and continues to bear interest at a rate of 15% per annum on the principal amount outstanding. Pursuant to an amending agreement between the Company and MMJ dated March 10, 2020 (the "Amending Agreement"), the new maturity date of the Loan is June 8, 2020, subject to earlier repayment in certain circumstances.
In consideration for the Extension, the Company has agreed to issue such number of common share purchase warrants (“Warrants”) equal to the quotient obtained by dividing C$1,025,000 by $0.06, being the closing price of the common shares of the Company (the "Common Shares") on the TSX Venture Exchange (the "Exchange") on March 10, 2020. Each Warrant will entitle the holder to purchase one Common Share at a price of $0.06 at any time until the earlier of: (i) the date of the extension or renewal of the Loan; and (ii) the second anniversary of the date of the issuance of the Warrants. The issuance of the Warrants is subject to all necessary regulatory and Exchange approvals. Should the Company fail to: (i) obtain Exchange approval; or (ii) deliver the Warrants in a form satisfactory to MMJ on or before April 6, 2020 (the "Trigger Date"), the parties shall, for a period of 14 days following the Trigger Date, negotiate amendments to the Amending Agreement that would preserve the economics of the parties contemplated by the Amending Agreement (a "Subsequent Amendment"), and following such 14 day period, to the extent that the Company and MMJ have not entered into a Subsequent Amendment, the Amending Agreement shall be null and void ab initio and, for greater certainty, the Loan Agreement shall remain un-amended and in full force and effect.
The Extension and the issuances of Warrants to insiders are considered related party transactions within the meaning of Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company will rely on exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(g) and 5.7(1)(e) of MI 61-101 in respect of such insider participation on the basis of financial hardship. Further details will be provided in the Company’s material change report to be filed on SEDAR.
The Common Shares issuable upon the exercise of the Warrants will be subject to a hold period expiring four months and a day from the date of issuance of the Warrants, in accordance with applicable Canadian securities law.
The Company did not file a material change report in respect of the related party transactions less than 21 days prior to Extension, which the Company deems reasonable in the circumstances so as to be able to extend the Loan in an expeditious manner.
About Harvest One
Harvest One is a global cannabis company that develops and provides innovative lifestyle and wellness products to consumers and patients in regulated markets around the world. The Company's range of lifestyle solutions is designed to enhance quality of life. Shareholders have significant exposure to a broad cannabis value chain through its wholly-owned subsidiaries: United Greeneries, a Licensed Producer; Satipharm (medical and nutraceutical); and Dream Water Global, and Delivra (consumer); as well as a controlling interest in Greenbelt Greenhouse. For more information, please visit www.harvestone.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The forward-looking information contained in this press release is made as of the date hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties, and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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