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

Rhea-AI Summary

Christina Lake Cannabis Corp. (CLCFF) closes the first tranche of a private placement, issuing secured convertible promissory notes totaling CDN$1,925,000. The notes bear interest at rates ranging from 10% to 20% per annum and are convertible into common shares at $0.05 per share. Proceeds will be used for equipment upgrades and new site development.

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.

About Christina Lake Cannabis Corp.

Christina Lake Cannabis is a licensed producer of cannabis under the Cannabis Act with a standard cultivation license and corresponding processing amendment from Health Canada as well as a research and development license. Christina Lake Cannabis’ facility consists of a 32-acre property, which includes over 950,000 square feet of outdoor grow space, offices, propagation and drying rooms, research facilities, and a facility dedicated to processing and extraction. Christina Lake Cannabis also owns a 99-acre plot of land adjoining its principal site. CLC focuses its production on creating high quality extracts and distillate for its B2B client base with proprietary strains specifically developed for outdoor cultivation to enhance extraction quality.

On behalf of Christina Lake Cannabis:

“Mark Aiken”
Mark Aiken, CEO

For more information about CLC, please visit: www.christinalakecannabis.com

Jennifer Smith
Investor Relations and Media Inquiries
invest@clcannabis.com
902-229-7265

THE CANADIAN SECURITIES EXCHANGE (“CSE”) HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE, NOR HAS OR DOES THE CSE’S REGULATION SERVICES PROVIDER.

This News Release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “likely”, “probably”, “often”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the size of the Offering, the completion and terms of the Offering, the use of the proceeds from the Offering, completion of any additional tranches of the Offering, the Company’s objectives, goals or future plans, statements, harvesting results, and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include future growth potential of the Company, fluctuations in general macroeconomic conditions, fluctuations in securities markets, expectations regarding the size of the future harvest, the ability of the Company to successfully achieve its business objectives, plans for expansion, inability to obtain adequate insurance to cover risks and hazards and general market conditions. Additional factors and risks including various risk factors discussed in the Company’s disclosure documents which can be found under the Company’s profile on http://www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected

Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. These statements speak only as of the date of this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

FAQ

What is the principal amount of the secured convertible promissory notes issued by Christina Lake Cannabis Corp. (CLCFF) in the first tranche of the private placement?

The principal amount of the secured convertible promissory notes issued by CLCFF in the first tranche of the private placement is CDN$1,925,000.

What are the interest rates on the notes issued by Christina Lake Cannabis Corp. (CLCFF)?

The notes issued by CLCFF bear 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.

At what price are the notes convertible into common shares by Christina Lake Cannabis Corp. (CLCFF)?

The notes issued by CLCFF are convertible into common shares at a conversion price of $0.05 per share.

How will the proceeds from the private placement be utilized by Christina Lake Cannabis Corp. (CLCFF)?

The proceeds from the private placement will be used for upgrades to equipment and facilities acquired in a previous transaction, as well as for the development of a new site and facility.

Who participated in the first tranche of the private placement by Christina Lake Cannabis Corp. (CLCFF)?

Certain insiders of CLCFF participated in the first tranche of the private placement for a total of $1,355,000 in Notes.