Nextleaf Solutions Announces $3 Million Marketed Public Offering of Units - Seite 2

The Units will be offered by way of the Supplement to the Prospectus, to be filed in all provinces of Canada other than Québec (the “Offering Jurisdictions”), and accordingly will not be subject to a statutory or exchange four-month hold in the Offering Jurisdictions. The Units may also be offered in the United States on a non-brokered private placement basis on the same terms as the Offering pursuant to applicable exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “1933 Act”) and applicable state securities laws, and in other offshore jurisdictions provided that no prospectus filing or comparable obligation arises.

In connection with the Offering, the Company will pay to the Agent a cash commission equal to 8.0% of the gross proceeds from the Offering, including pursuant to the exercise of the Over-Allotment Option, which will be reduced in respect of sales of Units to persons identified by the Company to the Agent pursuant to a president’s list. The Company will also issue to the Agent such number of non-transferable broker warrants (the “Broker Warrants”) equal to 8.0% of the total number of Units sold under the Offering, including pursuant to the exercise of the Over-Allotment Option, which will be reduced in respect of sales of Units to persons identified by the Company to the Agent pursuant to a president’s list. Each Broker Warrant will entitle the holder thereof to acquire one Unit at an exercise price equal to the Offering Price at any time prior to 5:00 p.m. (Toronto time) on the expiry date of the Warrants. In addition, the Company has agreed to pay the Agent a corporate finance fee of $100,000 plus HST, which shall be payable on closing through the issuance to the Agent of Common Shares at a price equal to the Offering Price.

Prospective investors should read the Supplement, once filed, and the Prospectus and the documents incorporated by reference therein before making an investment decision. Copies of the Supplement, following filing thereof, and the Prospectus will be available on the Company’s SEDAR profile at www.sedar.com. 

The Company will host a conference call this afternoon, Tuesday December 7, 2021 at 4:15pm EST.

Investors or members of the public who wish to dial in, can join the webinar by registering here: https://us02web.zoom.us/webinar/register/1716388243445/WN_1RqmLXwbRZmm ...

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been, and will not be registered under the U.S. Securities Act or under 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, U.S. persons, absent registration or an applicable exemption from such registration requirements.