VANCOUVER, BC / ACCESSWIRE / January 16, 2024 / Final Bell Holdings International Ltd. (the "Company") is pleased to announce the completion of a non-brokered private placement (the "Private Placement") for aggregate gross proceeds of approximately CDN$1,370,000, through the issuance of 2,978,261 Class A Subordinate Voting Shares ("SV Shares") at a price of CDN$0.46 (or the equivalent in United States dollars).
With the completion of the Private Placement, the Company has satisfied the condition for triggering the mandatory conversion of its subordinated convertible notes due 2024 (the "Notes") into SV Shares, pursuant to the indenture governing the Notes dated May 6, 2021, as supplemented on June 23, 2023, and intends to immediately notify the trustee and noteholders of such conversion.
The Company's securities are currently subject to a cease trade order (the "CTO") issued by the British Columbia Securities Commission (the "BCSC") on August 14, 2023 for failure to file audited financial statements and related documents, which resulted from unforeseen and unexpected delays in completion of the Company's audit for the fiscal year ended March 31, 2023. The Private Placement was conducted pursuant to a partial revocation of the CTO issued by the BCSC on January 9, 2024. The Company intends to use the proceeds from the Private Placement primarily for audit-related costs.
All of the Company's securities remain subject to the CTO until it is fully revoked. The Company intends to apply for a full revocation of the CTO immediately upon completion of its audit, which is expected in the current fiscal quarter.
The securities issued in connection with the Private Placement will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws.
The Private Placement will be considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as certain directors and officers of the Company participated in the Private Placement. A material change report respecting the Private Placement will be filed less than 21 days before the expected closing date of the Private Placement as the Company determined to complete the Private Placement on an expedited basis. The Private Placement will be exempt from the formal valuation and minority shareholder approval requirements available under MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Private Placement, insofar as it involves related parties, exceeds 25% of the Company's market capitalization.
The securities to be offered pursuant to the Private Placement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or 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, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Final Bell Holdings International Ltd.
The Company operates a highly competitive consolidated group of businesses providing end-to-end solutions to leading cannabis brands through integrated product development, manufacturing, and supply chain management, including in the design and technology space, offering industrial design, engineering, manufacturing, branding, and child-resistant packaging solutions for cannabis vaporizers, edibles, and related products. The Company represents a new paradigm for the legal cannabis industry on a global scale: the ability to fully outsource production and manufacturing of state-of-the-art hardware, packaging, licensed co-manufacturing, and product commercialization to a single partner.
For more information please contact:
Kay Jessel
Executive Director
604.365.6099
IR@finalbell.com
SOURCE: Final Bell Holdings International Ltd.
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