Nextleaf Solutions Announces Up to $7 Million Private Placement of Units

VANCOUVER, Jan. 23, 2019 /CNW/ - Nextleaf Solutions Ltd. ("Nextleaf" or the "Company") is pleased to announce that it has appointed a syndicate of agents led by Mackie Research Capital Corporation (as the "Lead Agent" and sole bookrunner) and including Industrial Alliance Securities Inc. and Gravitas Securities Inc. (collectively, the "Agents") to conduct a marketed private placement of units (the "Units") at a price of $0.35 per Unit for gross proceeds of up to $4,000,000 (the "Offering").

The Company has also granted the Agents an over-allotment option (the "Agents' Option") to increase the size of the Offering by up to 15% in Units or, with the written consent of Nextleaf and Legion Metals Corp., such consent not to be unreasonably withheld, more by giving written notice of the exercise of the Agents' Option, or a part thereof, to the Company at any time up to 48 hours prior to the closing of the Offering. The Agents' Option will be on the same terms and conditions of the Offering, exercisable in whole or in part.

Each Unit will be comprised of one common share in the capital of the Company (a "Common Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant shall be exercisable to acquire one Common Share (a "Warrant Share") at price per Warrant Share of $0.70 for a period of 24 months from the Closing Date (as defined herein).

Provided that the Common Shares trade above $1.25 per share for 20 consecutive trading days, then the expiry date of the Warrants will be automatically accelerated to the date that is 30 days after the date the Company provided notice by press release to the holders of the Warrants.  

In connection with the Offering, Nextleaf will pay a cash commission of 8.0% of the aggregate gross proceeds raised, and grant options exercisable at any time up to 24 months following the closing date to purchase shares of the Company in an amount equal to 8.0% of the number of Units sold in connection with the Offering. A corporate finance fee will also be payable by Nextleaf to Mackie Research Capital Corporation.

In addition, the Company is also conducting a concurrent non-brokered private placement and with Hunter Capital Advisory (Australia) as a selling group member, on the same terms as the Offering, for gross proceeds of up to $3,000,000. Finder's fees may be payable in connection with the non-brokered private placement.

The Company intends to use the net proceeds from the Offering and the non-brokered private placement to accelerate the Company's growth, including the purchase of equipment to further increase capacity, continued intellectual property development, and for general corporate purposes.

As Nextleaf is a private company, the securities issued in connection with the Offering and the non-brokered private placement will be subject to restrictions on transfer in accordance with Nextleaf's Articles.

CSE LISTING

The shareholders of Nextleaf and the securityholders of Legion Metals Corp. ("Legion") LEGN have provided approval of a transaction which will result in all of the securities of Nextleaf (including any securities issued pursuant to the Offering) being exchanged for equivalent securities of Legion by way of plan of arrangement (the "Transaction"). The Supreme Court of British Columbia has also granted a final order approving the Transaction.

The Transaction is subject to the satisfaction of certain conditions, including the completion of a private placement for minimum gross proceeds of $3,000,000.  Upon completion of the Transaction, and subject to receipt of approval from the Canadian Securities Exchange (the "CSE"), it is expected that Nextleaf will commence trading on the CSE under the ticker OILS.

About Nextleaf Solutions

Nextleaf is a cannabis extraction technology company that has developed a portfolio of issued and pending patents pertaining to methods, systems, and equipment for improving the purity and yield of cannabinoids through the extraction and purification of cannabis biomass. Nextleaf's issued U.S. patent provides intellectual property protection for the company's unique process of producing high-purity cannabinoid distillate, the precursor to every cannabis-infused product. Subject to receipt of a licence from Health Canada, Nextleaf plans to commercialize its intellectual property portfolio by providing B2B processing services to licensed cultivators, and supplying cannabis oil and extracts to qualified Canadian and international partners under client's own brands. Nextleaf has completed construction of its dedicated extraction and processing facility in Coquitlam, British Columbia.

The completion of the Transaction is subject to a number of conditions. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

This press release contains "forward-looking information" that is based on the Company's current expectations, estimates, forecasts and projections. This forward-looking information includes, among other things, the Company's business, plans, outlook and business strategy. The words "may", "would", "could", "should", "will", "likely", "expect," "anticipate," "intend", "estimate", "plan", "forecast", "project" and "believe" or other similar words and phrases are intended to identify forward-looking information. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: changes in economic conditions or financial markets; increases in costs; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments; and technological or operational difficulties. This list is not exhaustive of the factors that may affect our forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by applicable law. The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of this press release.

SOURCE Nextleaf Solutions Ltd.

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