Trading symbol: TSX-V-NEX: ENTH.H
VANCOUVER, BC, April 26, 2021
/CNW/ - Entheos Capital Corp. (the "Company"), announces that
further to its press release dated April 19,
2021, the Company has now completed its non-brokered private
placement (the "Financing") of subscription receipts (the
"Subscription Receipts") issuing an aggregate of 4,000,000
Subscription Receipts at a price of $0.25 per Subscription Receipt generating gross
proceeds of $1,000,000 The
completion of the Financing satisfies a key condition precedent to
the completion of the Company's proposed reverse takeover
transaction (the "Transaction") with the BC Bud Corporation
("BCBC") (see press releases dated February 11, 2021 and April 19, 2021).
As previously disclosed, the Subscription Receipts will
automatically convert immediately prior to the closing of the
Transaction into one unit (a "Unit"). Each Unit will
consist of one common share, (a "Share") and one
transferable common share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant will entitle the holder to
purchase, for a period of 24 months, one additional Share at an
exercise price of $0.50. Each
Warrant is subject to accelerated expiry provisions whereby, if the
closing price of the Company's common shares exceeds $0.75 per share for a period of ten consecutive
trading days, at the Company's election, provided that applicable
resale restrictions have lapsed, the 24 month period within which
the Warrants are exercisable will be reduced and the holders of the
Warrants will be entitled to exercise their Warrants for a period
of 30 days commencing on the day the Company provides notice of
same.
The proceeds of the Financing (the "Escrowed Funds") are
currently being held in escrow with the Company pending the
completion of the Transaction and the delisting of the Company's
shares from the TSX Venture Exchange and listing on the Canadian
Securities Exchange (the "CSE") (collectively, the
"Escrow Release Conditions") on or before September 30, 2021, except as may be extended in
accordance with the terms of the Subscription Receipts.
The Subscription Receipts are subject to a hold period expiring
on August 27, 2021.
No finder's fees were paid in respect of the Private Placement.
The proceeds of the Private Placement will be utilized to fund the
costs associated with the Transaction, general corporate and
working capital and to fund BCBC's business development, all as
will be more particularly set forth in the Company's meeting
materials related to the Transaction.
Trading Halt
The common shares of the Company continue to be halted from
trading, and trading is expected to remain halted pending
completion of the Transaction. The Company does not expect trading
to recommence on the TSX Venture Exchange.
Forward-Looking Statements
This news release contains certain "forward looking statements"
including, for example, statements relating to the completion of
the Transaction and Private Placement and the Resulting Issuer's
anticipated share capital. Such forward-looking statements
involve risks and uncertainties, both known and unknown. The
results or events depicted in these forward-looking statements may
differ materially from actual results or events. In addition
to other factors and assumptions which may be identified herein,
assumptions have been made regarding and are implicit in, among
other things: receipt of regulatory approvals, the Company's
ability to complete the Transaction and Private Placement, the
state of the capital markets, the impact of the COVID-19 pandemic,
the ability of the Resulting Issuer to successfully manage the
risks inherent in pursuing business opportunities in the cannabis
industry, and the ability of the Resulting Issuer to obtain
qualified staff, equipment and services in a timely and cost
efficient manner to develop its business. Any forward-looking
statement reflects information available to the Company as of the
date of this news release and, except as may be required by
applicable securities laws, the Company disclaims any intent or
obligation to update any forward-looking statement, whether as a
result of new information, future events or results or
otherwise.
Entheos Capital Corp.
"Brayden R.
Sutton"
_______________________________________
Brayden
R. Sutton, Chief Executive Officer
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.
Completion of the Transaction is subject to a number of
conditions, including stock exchange acceptance and majority of the
minority Shareholder approval. The Transaction cannot close until
the required Shareholder approval is obtained. 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
Information Circular and Listing Statement to be 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. Trading in the securities
of the Company should be considered highly speculative. The TSX
Venture Exchange has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
SOURCE Entheos Capital Corp.