/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, Sept. 12, 2018 /CNW/ - RMR Science Technologies Inc. ("RMR" or the "Corporation") (TSXV: RMS.P) is pleased to announce that it has engaged Canaccord Genuity Corp. ("Canaccord Genuity") as lead agent and sole bookrunner in connection with a commercially reasonable efforts private placement of up to 10,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.50 per Subscription Receipt (the "Issue Price") to raise gross proceeds of a minimum of $3,000,000 up to a maximum of $5,000,000 (the "Offering").
Upon completion of the Qualifying Transaction (as described in the Corporation's news release dated April 17, 2018), each Subscription Receipt will automatically convert without any further action on the part of the holder into one common share of RMR and one half of one common share purchase warrant of RMR (each whole common share purchase warrant, a "Warrant"). Each Warrant shall entitle the holder to acquire one common share at an exercise price of $0.75 per common share for a period of two years from the date of issuance. The Warrants shall also contain an accelerated expiry provision wherein if the common shares of RMR trade over $1.00 on the TSX Venture Exchange for a period of ten consecutive trading days, RMR may provide written notice to the holder that the Warrant shall expire 30 days from the date of that notice. The agents for the Offering will receive a cash commission equal to 7.0% of the gross proceeds raised and such number of broker warrants ("Broker Warrants") that is equal to 7.0% of the number of Subscription Receipts sold by such broker. Each Broker Warrant shall be exercisable to acquire one Common Share at a price of C$0.50 for a period of two years from the date of issuance.
The Subscription Receipts will be issued in accordance with the terms of a subscription receipt indenture that will provide that the gross proceeds from the Offering will be held in escrow held pending completion of the Qualifying Transaction. If the Qualifying Transaction does not close on or before December 14, 2018 all funds will be returned to the subscribers without deduction. The Offering is expected to close during the last week of September.
The net proceeds from the Offering will be used to expand cannÖgen's business and for general corporate purposes.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
cannÖgen possesses significant intellectual property, including patents and trade secrets, which are the basis of its Health Composition Products and Medical Foods Formulations for humans and its products designed specifically for pet health. cannÖgen also holds exclusive licenses for comprehensive patent based intellectual property from respected third-party biochemists for use in soluble biomass extraction, soluble minerals and other related processes to allow water-based compositions to be used in a number of cann?gen products.
Forward-Looking Information Cautionary Statement
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or the Corporation's future performance. The use of any of the words "could", "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 Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, the Corporation's stated use of proceeds and its expectation as to the resumption of trading of the Common Shares on the Exchange constitute forward-looking information. Actual results and developments may differ materially from those contemplated by forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. The statement made in this press release are made as of the date hereof. The Corporation disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE RMR Science Technologies Inc.
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