Exchange Bulletin
HempFusion Wellness Inc. (CBD.U, CBD.WT.V, CBD) To Trade On Toronto Stock Exchange
January 4, 2021
Issuer: HempFusion Wellness Inc. (the "Company")
| Security | Symbol | Issued and Outstanding Securities | Reserved Securities |
|---|---|---|---|
| Common Shares ("Shares") | CBD.U | 117,281,352 | 45,499,188 |
| Common Share Purchase Warrants ("IPO Warrants") | CBD.WT.V | 5,000,000 | 1,152,500 |
| Common Share Purchase Warrants ("2019 Warrants") | CBD.WT.U | 24,163,553 | 0 |
| Listing category: | Technology, Non-Exempt Issuer |
| Trading currency: | US$ |
| Transaction: | Initial public offering of Shares and Units (the "Offering") |
| Listing date: | January 5, 2021 (as at 5:01 p.m.) in anticipation of closing of the Offering |
| Anticipated closing date: | January 6, 2021 (prior to the opening) |
| Posted for trading date: | January 6, 2021 (at the opening) subject to confirmation of closing of the Offering |
| Other market(s): | None |
| Temporary market maker: | Independent Trading Group (ITG) Inc. |
| Security ownership registration: | Shares, IPO Warrants and 2019 Warrants – certificated issue |
| Investor relations: | Spencer Maclean (416) 803-5638 Email: smaclean@hempfusion.com |
| Incorporation: | Business Corporations Act (British Columbia) |
| Fiscal year end: | December 31 |
| Nature of business: | The Company is a health and wellness supplement company based in the United States, which manufactures, markets and sells hemp-based CBD and probiotic products |
| Transfer agent and registrar: | Odyssey Trust Company ("Odyssey") at its principal offices in Calgary and Vancouver for the Shares, IPO Warrants and 2019 Warrants |
| Dividends: | None anticipated in the foreseeable future |
| Sponsorship: | Waived |
| Disclosure document: | Prospectus dated December 17, 2020 which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure document. |
| Initial Public Offering: | Pursuant to the Offering, up to 7,000,000 Shares at a price of US$1.00 per Share for gross proceeds of up to US$7,000,000 and up to 10,000,000 Units at a price of US$1.00 per Unit for gross proceeds of up to US$10,000,000 will be sold. Each Unit will consist of one Share and one-half of one IPO Warrant, with one IPO Warrant being exercisable into one additional Share at an exercise price of US$1.20 per Share for a period of five years following the closing of the Offering. In addition, the agents have been granted an over-allotment option to purchase up to an additional 1,050,000 Shares from treasury at US$1.00 per Share and up to an additional 1,500,000 Units from treasury at US$1.00 per Unit. The 2019 Warrants were previously issued and governed by a warrant indenture as set out below. The Unit Shares will be subject to a contractual hold period and may not be traded until the date that is 4 months after the closing of the Offering. |
| Additional Information: | The Shares, IPO Warrants and 2019 Warrants will be quoted and traded on the Toronto Stock Exchange ("TSX") in US funds and trading information regarding the Shares, IPO Warrants and 2019 Warrants will appear under the heading "Trading in US Funds" in the TSX Monthly Review. |
Principal Terms of the IPO Warrants
| Exercise price: | US$1.20 per Share |
| Expiry: | 4:00 p.m. (Pacific time) on January 6, 2026 |
| Additional information: | The IPO Warrants will be governed by a warrant indenture to be dated on or about January 6, 2021 between the Company and Odyssey. The underlying Shares issuable upon exercise of the IPO Warrants will be subject to a contractual hold period and may not be traded until the date that is 18 months after the closing date. |
Principal Terms of the 2019 Warrants
| Exercise price: | US$0.85 per Share |
| Expiry: | 4:00 p.m. (Eastern time) on February 28, 2023 |
| Additional information: | The 2019 Warrants are currently governed by a warrant indenture dated July 26, 2019, as amended by a first supplemental warrant indenture dated November 26, 2019 and a second supplemental warrant indenture dated January 1, 2020 between the Company and Odyssey. The Company will be entering into an amended and restated warrant indenture with Odyssey to be dated on or about January 6, 2021, which will govern the 2019 Warrants. The underlying Shares issuable upon exercise of the 2019 Warrants will be subject to a contractual hold period and may not be traded until the date that is 18 months after the closing of the Offering. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |