NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, June 21, 2017 (GLOBE NEWSWIRE) — Verde AgriTech Plc (TSX:NPK) (“Verde” or the “Company”) is pleased to announce a non-brokered private placement to raise up to C$1 million (the “Placement”) through the issuance of up to 952,380 units of securities (“Units”) at a price of $1.05 per Unit.
Each Unit will be comprised of one ordinary share of the Company (an “Ordinary Share”) and one Ordinary Share purchase warrant (a “Warrant”). Each Warrant will be exercisable to purchase an Ordinary Share at an exercise price of C$2.00 for a period of up to two years from the closing of the Placement, subject to an acceleration provision under which if the 20-day volume weighted average trading price of the Ordinary Shares on the Toronto Stock Exchange (the “TSX”) exceeds C$2.00 the Company can accelerate the expiry date of the Warrants by giving notice to the holders that the expiry date of the Warrants has been accelerated to 30 days after the notice.
The Placement will be open to all existing shareholders who are accredited investors, and to non-shareholder accredited investors. Each subscriber will be required to complete a subscription agreement that confirms, among other things, the availability of an exemption from the prospectus requirements of applicable securities laws in respect of the sale of Units to such subscriber.
Eligible investors wishing to participate in the Placement are invited to contact the Company via the email [email protected] to obtain a subscription agreement. In the event of over-subscription, the Company will determine allocations between subscribers and/or increase the Placement size at its sole discretion.
The Placement is expected to close on or about July 21, 2017.
The Ordinary Shares and Warrants comprising the Units (the “Unit Securities”) (and any Ordinary Shares issued on exercise of the Warrants (“Warrant Shares”)) will be subject to a hold period of four months after the closing date of the Placement.
The terms and completion of the Placement are subject to TSX conditional approval. The Company may pay finder’s fees in connection with the Placement. The net proceeds from the Placement will be used by the Company for general working capital purposes.
About Verde AgriTech
Verde promotes sustainable and profitable agriculture through the development of its Cerrado Verde Project. Cerrado Verde, located in the heart of Brazil’s largest agricultural market, is the source of a potassium-rich deposit from which Verde intends to produce solutions for crop nutrition, crop protection, soil improvement and increased sustainability.
Neither the Unit Securities nor the Warrant Shares have been or will be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy Unit Securities or Warrant Shares in the United States or in any jurisdiction in which such offer, sale or solicitation would be unlawful.
For additional information please contact:
Cristiano Veloso, President & Chief Executive Officer
Tel: +55 (31) 3245 0205; Email: [email protected]
Cautionary Language and Forward Looking Statements
Neither the TSX nor its regulation services provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release. This press release contains certain “forward looking statements”, which include but is not limited to, statements with respect to the future financial or operating performance of the Company, its subsidiaries and its projects, and statements regarding use of proceeds. Forward looking statements can generally be identified by the use of words such as “plans”, “expects”, or “does not expect” or “is expected”, “anticipates” or “does not anticipate”, or “believes”, “intends”, “forecasts”, “budget”, “scheduled”, “estimates” or variations of such words or phrases or state that certain actions, event, or results “may”, “could”, “would”, “might”, or “will be taken”, “occur” or “be achieved”. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by said statements. There can be no assurances that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in said statements. Accordingly, readers should not place undue reliance on forward-looking statements.
For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company’s most recent Annual Information Form and Management’s Discussion and Analysis, as well as other public disclosure documents that can be accessed under the issuer profile of “Verde AgriTech plc” on SEDAR at www.sedar.com. The forward-looking information set forth herein reflects the Company’s reasonable expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.