TORONTO, Oct. 19, 2018 (GLOBE NEWSWIRE) — Biome Grow Inc. (Biome or the Company) (CSE: BIO) announces that it has issued an aggregate of 400,000 options, each option exercisable for a common share in the capital of the Company (Common Share) at an exercise price of $1.60 per Common Share, vesting on today’s date and expiring on October 19, 2021, all such options issued under the Company’s stock option plan approved by shareholders of the Company on June 27, 2018. Of the aggregate 400,000 options, 100,000 options were granted to each of the non-management directors of Biome, constituting Brett James, George Smitherman, J. Mark Lievonen and Steven Poirier.
The Company also announces its issuance of an aggregate of 75,625 Common Shares at a price per Common Share equal to $1.60 ($121,000 in aggregate), such price per Common Share representing the closing market price of the Common Shares as reported on the Canadian Securities Exchange on the date immediately preceding the date on which the Common Shares were issued and the issuance of 625 Warrants, each whole Warrant entitling the holder thereof to acquire a Common Share at an exercise price of $1.60 for a period of two (2) years from the date of issuance, to satisfy payment obligations owing for the same aggregate amount by Cultivator Catalyst Corp. (CCC), the Company’s wholly-owned subsidiary, for advisory and referral services performed in connection with CCC’s acquisition of Highland Grow Inc. (formerly THC Dispensaries Canada Inc.) on May 19, 2017 and for finder services in connection with a past capital raising round of CCC.
Finally, the Company announces the exercise of 368,750 Warrants at an exercise price of $0.20 per Common Share and of 1,665 Warrants at an exercise price of $0.30 per Common Share. The exercise of the Warrants resulted in an issuance of 370,415 Common Shares and provided the Company with aggregate gross proceeds of $74,249.50.
Following issuance of the securities described above, the Company will have a total of 107,763,769 Common Shares issued and outstanding and 1,840,357 Common Shares reserved for issuance pursuant to the due and proper exercise of options and Warrants.
The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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Biome owns four wholly-owned subsidiaries: Highland Grow Inc., a licensed producer in Nova Scotia under Canada’s Access to Cannabis for Medical Purposes Regulations (ACMPR); The Back Home Medical Cannabis Corporation, a company incorporated under the laws of the Province of Newfoundland and Labrador and in the late stages of applying for a license under the ACMPR; P-209, a company incorporated under the laws of the Province of Ontario and in the late stages of applying for a license under the ACMPR and; Weed Virtual Retail Inc., a company incorporated under the laws of the Province of Ontario in the business of operating a new virtual reality technology platform focused exclusively on the medical and recreational cannabis markets. Biome is a Canadian-based company with national and international business interests.
This news release contains forward?looking statements and forward?looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward?looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward?looking statements and information concerning the Company’s planned securities issuances. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, the ability to achieve its goals, and other factors, many of which are beyond the control of the Company. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
Factors that could cause the actual results to differ materially from those in the forward-looking statements include, the continued availability of capital and financing, and general economic, market or business conditions, failure of counterparties to perform their contractual obligations, litigation, the loss of key directors, employees, advisors or consultants and fees charged by service providers.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above. The Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) does not accept responsibility for the adequacy or accuracy of this news release.
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