Friday Night Inc. (CSE:TGIF, FWB:1QF, OTC:VPGDF) (the “Company” or “Friday Night”) is pleased to announce that it has closed its previously announced short form prospectus offering (the “Offering”) of convertible debenture units (the “Debenture Units”). The Offering, including the exercise of an over-allotment option, raised gross proceeds to the Company of $17,250,000 and was led by Canaccord Genuity Corp. as lead agent and sole bookrunner, together with Beacon Securities Limited (together, the “Agents”).
Pursuant to the Offering, the Company issued an aggregate of 17,250 Debenture Units at a price per Debenture Unit of $1,000 (the “Offering Price”). Each Debenture Unit consisted of: (i) one 10.0% unsecured convertible debenture of the Company in the principal amount of $1,000 (each, a “Debenture”) convertible into common shares (“Common Shares”) at a conversion price of $0.45 per common share (the “Conversion Price”) at the option of the holder, with interest payable semi-annually in arrears on June 30 and December 31 of each year and maturing on September 14, 2021; and (ii) 2,222 common share purchase warrants (each, a “Warrant”) expiring September 14, 2021. The Debentures will be repaid in cash at maturity.
Each Warrant will entitle the holder thereof to purchase one Common Share (each, a “Warrant Share”) at an exercise price of $0.65 per Warrant Share until September 14, 2021, subject to adjustment in certain events.
The Company may force the conversion of the principal amount of the then outstanding Debentures at the Conversion Price on not less than 30 days’ notice should the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange (the “CSE”) be greater than $0.70 for any 10 consecutive trading days.
The Debenture Units were issued pursuant to the terms and conditions of an agency agreement dated August 30, 2018 between the Company and the Agents (the “Agency Agreement”). Pursuant to the Agency Agreement, the Agents were paid a cash commission of $1,380,000, a corporate finance fee of $50,000 and were issued 3,066,666 broker warrants (the “Broker Warrants”).
Each Broker Warrant entitles the holder to one unit (each, a “Broker Unit”). Each Broker Unit is comprised of one Common Share and one common share purchase warrant, bearing the same exercise price and term as the Warrants.
The Company intends to use the net proceeds of the Offering for the expansion of its 91% owned subsidiaries, Alternative Medicine Association, LC and Infused MFG, LLC, into new markets in the United States and Canada, and for working capital and general corporate purposes.
The Debenture Units were issued pursuant to a final short form prospectus dated August 30, 2018 filed with the securities regulatory authorities in British Columbia, Alberta, Saskatchewan and Ontario (the “Prospectus”). A copy of the Prospectus is available under the Company’s profile on SEDAR at www.sedar.com.
The Company has received approval to list the Debentures, Warrants, and Common Shares underlying the Debentures and Warrants on the Canadian Securities Exchange. It is anticipated that the Debentures and Warrants will commence trading at market open on Monday, September 17, 2018.
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 Debenture Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Debentures Units, Debentures, Warrants, Debentures Shares and Warrant Shares have not been registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration under the United States Securities Act of 1933, as amended, and all applicable U.S. state securities laws or compliance with the requirements of an exemption therefrom.
For more information on the Offering and the Company’s intended use of the net proceeds of the Offering, please refer to the Prospectus.
About Friday Night Inc.
Friday Night Inc. is a Canadian public company, which owns and controls cannabis and hemp-based assets in Las Vegas Nevada as well as an international cannabis security and logistics consulting firm. The Company owns 91% of Alternative Medicine Association, LC (AMA), a licensed medical and adult-use cannabis cultivation and production facility that produces its own line of unique cannabis-based products and manufactures other third-party brands. Infused MFG, LLC also a 91% owned subsidiary, produces hemp-based, CBD products, thoughtfully crafted of high quality organic botanical ingredients. The Company’s wholly-owned subsidiary, Spire Secure Logistics is a leading provider of customized security programs, compliance, information technology, buildout design, and due diligence services for the legal cannabis, mining and investment sectors. Friday Night Inc. is focused on strengthening and expanding its current operations.
For further information please contact:
Alexia Helgason, Corporate Communications
604-674-4756 (ext. 1)
Brayden Sutton, Director/President & CEO
604-674-4756 (ext. 1)
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Notice regarding Forward Looking Statements: This news release contains forward-looking statements. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “believe” and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. In particular, this news release contains forward-looking information the use of the net proceeds from the Offering and any other information contained herein that is not a historical fact. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this news release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company’s disclosure documents, which can be found under the Company’s profile on www.sedar.com. Friday Night undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.