Red Light Holland Corp. (“Red Light Holland” or the “Company”) (CSE:TRIP), an Ontario-based corporation positioning itself to engage in the production, growth and sale of a premium brand of magic truffles to the legal, recreational market within the Netherlands, is pleased to announce a proposed offering of 30,304,000 units (the “Units”) at an offering price of $0.165 per Unit (the “Issue Price”), for aggregate gross proceeds of $5,000,160 (the “Offering”). The Units will be offered on a best efforts basis by Eight Capital, as agent for the Company (the “Agent”), by way of a private placement.
Each Unit will be comprised of one common share in the capital of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.26, for a period of 48 months following the closing of the Offering (the “Closing Date”).
The Company has agreed to grant the Agent an over-allotment option (the “Over-Allotment Option”) to offer for sale up to an additional 20% of the Units at the Issue Price, exercisable in whole or in part, at any time on or prior to the date that is 48 hours prior to the Closing Date. If this option is exercised in full, the Company will receive an additional $1,000,032 in gross proceeds for total aggregate gross proceeds of $6,000,192.
If, following the date that is four months and one day following the Closing Date, the volume weighted average trading price of the Common Shares on the Canadian Securities Exchange (the “CSE”) for any 10 consecutive trading days equals or exceeds $0.50, the Company may, upon providing written notice to the holders of Warrants, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such written notice.
In connection with the Offering the Company has agreed to pay Eight Capital a cash fee of 7% of the aggregate gross proceeds raised from the Offering, and non-transferable compensation warrants equal to 7% of the Units sold under the Offering (in each case including any exercise of the Over-Allotment Option).
The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.
The Closing Date is scheduled to be on or about June 8, 2020 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the CSE and the applicable securities regulatory authorities.
All securities issued in connection with the Offering will be subject to a four month and a day hold period under applicable securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
The Company is an Ontario-based corporation positioning itself to engage in the production, growth and sale (through existing Smart Shops operators and an advanced e-commerce platform) of a premium brand of magic truffles to the legal, recreational market within the Netherlands, in accordance with the highest standards, in compliance with all applicable laws.