Christina Lake Closes First Tranche of Non-Brokered Private Placement of Secured Convertible Notes

VANCOUVER, British Columbia, March 01, 2024 (GLOBE NEWSWIRE) -- Christina Lake Cannabis Corp. (the “Company” or “CLC” or “Christina Lake Cannabis”) (CSE: CLC) (OTCQB: CLCFF) (FRANKFURT: CLB) further to the press release dated February 5, 2024, the Company is pleased to announce that it has closed the first tranche (the “First Tranche”) of a non-brokered private placement of secured convertible promissory notes (the “Notes”) in the principal amount of CDN$1,925,000 (the “Offering”).

The Company issued convertible promissory notes (“Notes”) secured by land and buildings. The Note bears interest at a rate of 10% per annum for year 1, 15% per annum for year 2, and 20% per annum for the remaining 3 years. Repayment of the Note shall be interest only payments paid annually on the anniversary dates for the first 24 months of the Term, then quarterly interest payments thereafter, and $641,667 principal repayments on or before each Anniversary Payment Date until the remaining principal amount of this Note is satisfied in full. Outstanding principal and unpaid interest from the Note is convertible into common shares at a conversion price of $0.05 per common share during the Term. The Note holder shall have the right to convert the Note at any time, subject to a notice period. Additionally, the Company shall have the right to repay the Note at any time during the Term together with prepayment of any remaining interest payable under the Note.

All securities issued pursuant to the Offering are subject to a statutory four-month and one day hold period from the date of issuance pursuant to applicable securities laws of Canada.

The proceeds of the Offering are to be used for upgrades to the equipment and facilities acquired in the acquisition transaction announced on February 5, 2024 and for preparation and development of the new site and facility.

The Company expects to close any additional tranches of the Offering in March 2024.

MI 61-101 Disclosure

Certain insiders of the Company participated in the first tranche of the Offering for an aggregate total of $1,355,000 in Notes. The participation by such insiders is considered a “related-party transaction” within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in 5.5(b) and 5.7(1)(b), respectively, of MI 61-101, as no securities of the Company are listed or quoted on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and neither the fair market value of the Notes to be acquired by the participating directors and officers nor the consideration to be paid by such directors and officers is exceeds $2,500,000. The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the participation therein by related parties of the Company were not settled until shortly prior to closing of the first tranche of the Offering and the Company wished to close on an expedited basis for sound business reasons.