Radient Technologies Inc. (“Radient“, or the “Company“) (TSX-V: RTI) is pleased to announce that it has entered into an underwriting agreement with a syndicate of underwriters led by Canaccord Genuity Corp. (the “Lead Underwriter“) and including GMP Securities L.P. and Laurentian Bank Securities Inc. (together with the Lead Underwriter, the “Underwriters“) to increase the size of the previously announced bought deal offering to an offering of 18,000,000 units (the “Units“) of the Company at a price of $1.20 per Unit (the “Offering Price“) for aggregate gross proceeds of approximately $21,600,000 (the “Upsized Offering“). The Underwriters have been granted the option (the “Over-Allotment Option“) to purchase up to an additional 2,700,000 Units, exercisable in whole or in part, at any time up to 30 days following the closing of the Upsized Offering.
As previously announced, each Unit will consist of one common share in the capital of the Company (a “Common Share“) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant“). Each Warrant shall be exercisable to acquire one additional common share (a “Warrant Share“) of the Company for a period of two years from the closing date of the Upsized Offering at an exercise price of $1.50 per Warrant Share. If, at any time prior to the expiry date of the Warrants, the volume weighted average price of Radient’s common shares exceeds $2.25 for 20 consecutive trading days, the Company may deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice (the “Accelerated Exercise Period“). Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period. The Warrants will not be listed for trading on the TSXV or any other public exchange.
The Units comprising the Upsized Offering will be offered by way of short form prospectus in Alberta, British Columbia and Ontario. The proceeds of the Upsized Offering and the Private Placement (described below) will be used to upgrade the Company’s main Edmonton extraction line for dedicated hemp extraction and purification, for additional capacity in North America and/or Europe and for general corporate and working capital purposes.
In connection with the Upsized Offering, the Company has agreed to pay to the Underwriters a cash commission equal to 6% of the gross proceeds from the Upsized Offering (the “Underwriters’ Fee“). In addition to the Underwriters’ Fee, the Company has agreed to issue to the Underwriters compensation options (the “Compensation Options“), exercisable at the Offering Price to purchase such number of Units as is equal to 6% of the aggregate number of Units sold.
In addition to the Upsized Offering, the Company is arranging a concurrent private placement of Units for additional aggregate gross proceeds of up to $15 million (the “Private Placement“). In connection with the Private Placement, the Company may pay commission to certain finders (the “Finders“) in cash, Units and/or Compensation Options, subject to the limitations set out in TSXV Policy 5.1 – Loans, Loan Bonuses, Finder’s Fees and Commissions. The Company may increase the size of the Private Placement to $25 million with the consent of the Lead Underwriter.
Closing of the Private Placement is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. Securities issued under the Private Placement will be subject to a four month hold period which will expire four months plus a day from the date of closing of the Private Placement.
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 securities in any state of the United States in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the 1933 Act, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements.
Radient extracts natural compounds from a range of biological materials using microwave assisted processing (“MAP™”), a patented technology platform which provides superior customer outcomes in terms of ingredient purity, yield, and cost. From its 20,000 square foot manufacturing plant in Edmonton, Alberta, Radient serves market leaders in industries that include pharmaceutical, food, beverage, natural health and personal care markets. Since 2016, Radient has expanded its offerings to enter the cannabinoids market utilizing its MAP™ platform to process and extract cannabinoids including cannabidiol and tetrahydrocannabinol from cannabis biomass.
The Company, having received its Dealer’s License from Health Canada’s Office of Controlled Substances for its Research & Development Laboratory located at 8223 Roper Road in February 2018, is in the review phase of its application to the Office of Medical Cannabis for the ACMPR Production License (the “ACMPR License“) for its manufacturing facility located at 4035 101 St NW in Edmonton. Approval of the ACMPR License is dependent upon, among other things, security upgrades included in the Company’s previously announced plant expansion and optimization project, scheduled for completion in the 2nd half of 2018. The Company’s application to the Office of Controlled Substances for a Dealer’s License for its manufacturing facility is also currently under review.
Visit www.radientinc.com for more information.
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the completion of the Upsized Offering and the Private Placement and the use of proceeds thereof. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Radient, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Although Radient has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Radient does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.