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http://www.newswire.ca/news-releases/...vate-placement-625674073.html
Standard Signs LOI to Acquire Late-Stage Cannabis LP Applicant Marapharm and Undertakes Private PlacementVANCOUVER, June 1, 2017 /CNW/ - Standard Graphite Corp. (TSXV: SGH) Standard Graphite Corporation (the "Company" or "Standard") is pleased to announce that it has entered into a letter of intent (the "LOI") to acquire Marapharm Inc. ("Marapharm"), a licensed producer (LP) applicant under Health Canada's "Access to Cannabis for Medical Purposes Regulations" (ACMPR). Private Placement The Company also announces that it is undertaking a non-brokering private placement to raise $1,000,000 of units at price of $0.15 per unit. Each unit will consist of one common share of the Company and one-half of one common share purchase warrant. Each full warrant will be exercisable into one common share of the Company at $0.25 per share for 18 months. Proceeds are to be used for general corporate purposes and the evaluation of opportunities in the cannabis market, including the proposed acquisition of Marapharm. All securities issued in connection with the private placement will be subject to a 4 month hold period. Closing of the placement is subject to TSX Venture Exchange acceptance. About Marapharm Marapharm, which is an advanced stage LP applicant under the ACMPR, began assembling people and the proposed build out and property, located in Kelowna, British Columbia, for its LP application in 2014. The proposed 11 acre parcel in Kelowna, British Columbia was confirmed by the Provincial government to be legally zoned as proper use for medical marijuana production. The property can accommodate a two story, 40,000-square-foot facility, with the requisite parking area and green space. The construction contract is currently being prepared to build a Phase I, 20,000-square-foot production facility with an additional 20,000 square feet of additional space planned for year two. It is anticipated that the production facility will be operational six months following receipt of the building permits. Subject to completion of the acquisition and requisite financing, the Company will cause Marapharm to submit such permit applications after closing of the acquisition. Acquisition Terms Pursuant to the terms of the LOI and as consideration for the acquisition of Marapharm, Standard will issue to the sole shareholder of Marapharm, namely Marapharm Ventures Inc., the following: - 35,100,000 common shares of Standard (the "Standard Shares") in escrow, subject to release therefrom as follows: 10% on closing and thereafter the balance over 36 months; and
- a $2,500,000 convertible note of Standard, such note to be, at Standard's option, either: (i) paid in cash on the twentieth trading day ("Trigger Date") after the public dissemination of a news release announcing the receipt of a cannabis LP under the ACMPR; or (ii) converted into common shares of Standard valued using the 20 day volume-weighted average trading price of Standard shares on the Trigger Date.
The proposed acquisition is subject to customary conditions, including satisfaction with diligence investigations, entering into a definitive agreement, necessary corporate approvals and applicable exchange acceptance. A portion of the proceeds of the private placement is intended to be used in furtherance of the Company's diligence investigations and negotiation of a definitive agreement. The Cannabis Market According to a recent report from the consulting firm Deloitte, the Canadian retail cannabis market is projected to be between $4.9 billion and $8.7 billion annually. Deloitte estimates that satisfying the recreational cannabis market will mean producing 600,000 kilograms of marijuana annually - far more than the existing licensed producers under the ACMPR grow for medicinal purposes. "Chris Bogart"
President & CEO
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