AMENDED FORM 9
NOTICE OF ISSUANCE OR PROPOSED ISSUANCE OF LISTED SECURITIES
(or securities convertible or exchangeable into listed securities)
| Name of Listed Issuer: | Symbol(s): |
C21 Investments Inc. (the "Issuer"). | CXXI |
Date: February 24, 2020
Is this an updating or amending Notice: [X] Yes [ ]No
If yes provide date(s) of prior Notices: July 12, 2019, February 1, 2019, October 18, 2018 and July 12, 2018.
Issued and Outstanding Securities of Issuer Prior to Issuance: 89,388,640 Common Shares.
Pricing
Date of news release announcing proposed issuance: February 19, 2020, July 8, 2019 and October 17, 2018 or
Date of confidential request for price protection: N/A.
Closing Market Price on Day Preceding the news release: $0.53 (February 19, 2020; news release was issued after market close), $0.95 (July 5, 2019) and $1.20 (October 17, 2018) or
Day preceding request for price protection: N/A.
Closing
Number of securities to be issued: 7,132,041 Common Shares
Issued and outstanding securities following issuance: 96,520,681 Common Shares
Instructions:
1. For private placements (including debt settlement), complete tables 1A and 1B in Part 1 of this form.
2. Complete Table 1A - Summary for all purchasers, excluding those identified in Item 8.
3. Complete Table 1B - Related Persons only for Related Persons
4. If shares are being issued in connection with an acquisition (either as consideration or to raise funds for a cash acquisition) please proceed to Part 2 of this form.
5. An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10 - Notice of Proposed Transaction
6. Post the completed Form 9 to the CSE website in accordance with Policy 6 - Distributions. In addition, the completed form must be delivered to listings@thecse.com with an appendix that includes the information in Table 1B for ALL placees.
Part 1. Private Placement
Table 1A - Summary
Each jurisdiction in which purchasers reside | Number of Purchasers | Price per Security | Total dollar value (CDN$) raised in the jurisdiction |
| | | |
| | | |
Total number of purchasers: | | | |
Total dollar value of distribution in all jurisdictions: | |
Table 1B - Related Persons
Full Name &Municipality of Residence of Placee | Number of Securities Purchased or to be Purchased | Purchase price per Security (CDN$) | Conversion Price (if Applicable) (CDN$) | Prospectus Exemption | TotalSecuritiesPreviously Owned, Controlled or Directed | Payment Date(1) | Describe relations-hip to Issuer (2) |
| | | | | | | |
| | | | | | | |
| | | | | | | |
1An issuance of non-convertible debt does not have to be reported unless it is a significant transaction as defined in Policy 7, in which case it is to be reported on Form 10.
1. Total amount of funds to be raised: ___________________________________________ .
2. Provide full details of the use of the proceeds. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material. .
3. Provide particulars of any proceeds which are to be paid to Related Persons of the Issuer: .
4. If securities are issued in forgiveness of indebtedness, provide details of the debt agreement(s) or and the agreement to exchange the debt for securities.
5. Description of securities to be issued:
(a) Class _______________________________________________________________ .
(b) Number _____________________________________________________________ .
(c) Price per security ___________________________________________________ .
(d) Voting rights ________________________________________________________
6. Provide the following information if warrants, (options) or other convertible securities are to be issued:
(a) Number _____________________________________________________________ .
(b) Number of securities eligible to be purchased on exercise of warrants (or options)
____________________________________________________________________________________________ .
(c) Exercise price_______________________________________________________ .
(d) Expiry date __________________________________________________________ .
7. Provide the following information if debt securities are to be issued:
(a) Aggregate principal amount ________________________________________ .
(b) Maturity date ________________________________________________________ .
(c) Interest rate _________________________________________________________ .
(d) Conversion terms ___________________________________________________ .
(e) Default provisions __________________________________________________ .
8. Provide the following information for any agent's fee, commission, bonus or finder's fee, or other compensation paid or to be paid in connection with the placement (including warrants, options, etc.):
(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the placement (name, and if a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): .
(b) Cash ________________________________________________________________ .
(c) Securities ___________________________________________________________ .
(d) Other ________________________________________________________________ .
(e) Expiry date of any options, warrants etc. ___________________________ .
(f) Exercise price of any options, warrants etc. ________________________ .
9. State whether the sales agent, broker, dealer or other person receiving compensation in connection with the placement is Related Person or has any other relationship with the Issuer and provide details of the relationship
____________________________________________________________________________________________ .
10. Describe any unusual particulars of the transaction (i.e. tax "flow through" shares, etc.).
____________________________________________________________________________________________ .
11. State whether the private placement will result in a change of control.
____________________________________________________________________________________________ .
12. Where there is a change in the control of the Issuer resulting from the issuance of the private placement shares, indicate the names of the new controlling shareholders.
____________________________________________________________________________________________ .
13. Each purchaser has been advised of the applicable securities legislation restricted or seasoning period. All certificates for securities issued which are subject to a hold period bear the appropriate legend restricting their transfer until the expiry of the applicable hold period required by National Instrument 45-102 Resale of Securities.
Part 2. Acquisition
1. Provide details of the assets to be acquired by the Issuer (including the location of the assets, if applicable). The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the transaction without reference to any other material: (i) All of the issued and outstanding membership interests (the "PF Shares") in Phantom Venture Group, LLC, Phantom Brands, LLC and, indirectly, the subsidiaries of Phantom Venture Group, LLC (together, "Phantom Farms"), and (ii) from SDP Development Group, LLC ("SDP Group"), the real estate of the two outdoor cannabis farms located at 4962 and 4964 Butte Falls Highway, Eagle Point, Oregon (the "Real Property") occupied and used by Phantom Farms in its business. Phantom Farms carries on the business of cannabis cultivation and processing, manufacturing branded products and the distribution and sale of cannabis products in Oregon under various tradenames and marks, under license from the Oregon Liquor control and Licensing Commission. Closing of the Issuer's purchase of the PF Shares (the "First Closing") occurred on February 4, 2019 following satisfaction of regulatory and other customary closing conditions. Closing of the Issuer's purchase of the Real Property (the "Second Closing") occurred on February 12, 2020. SDP Group has also released the Issuer from any further obligations on the remaining properties held by SDP Group in Oregon. Lease arrangements including reduction of rent under certain leases and termination of other leases on other properties held by SDP Group in Oregon have been amended.
2. Provide details of the acquisition including the date, parties to and type of agreement (eg: sale, option, license etc.) and relationship to the Issuer. The disclosure should be sufficiently complete to enable a reader to appreciate the significance of the acquisition without reference to any other material: On October 16, 2018, the Issuer entered into definitive agreements of purchase and sale with the members of Phantom Farms and SDP (together, the "Vendors") in respect of the purchase of the PF Shares and the SDP Shares (defined below) (the "Definitive Agreements"). One of the Vendors, Skyler D. Pinnick, a director of the Issuer, is not at arm's length to Phantom Farms, SDP Group and the Vendors. The Membership Interest Purchase Agreement dated October 16, 2018, as assigned and amended, among the Issuer, SDP Group and others (previously described in the Issuer's Amended Form 9 dated July 12, 2019), whereby the Issuer was to purchase all of the issued and outstanding membership interests (the "SDP Shares") in SDP Group, has been terminated and superseded by an Amending Agreement dated February 12, 2020 among the same parties.
3. Provide the following information in relation to the total consideration for the acquisition (including details of all cash, securities or other consideration) and any required work commitments:
(a) Total aggregate consideration in Canadian dollars: US$4,360,000 payable by issuance of 7,132,041 Common Shares.
(b) Cash: N/A.
(c) Securities (including options, warrants etc.) and dollar value: As consideration, the Issuer issued to SDP Group 7,132,041 Common Shares at the deemed issue price of CAD$0.8046 per share in lieu of US$4,360,000.
(d) Other: N/A.
(e) Expiry date of options, warrants, etc. if any: N/A.
(f) Exercise price of options, warrants, etc. if any: N/A.
(g) Work commitments: N/A.
4. State how the purchase or sale price was determined (e.g. arm's-length negotiation, independent committee of the Board, third party valuation etc). The sale price was determined by arm's length negotiation.
5. Provide details of any appraisal or valuation of the subject of the acquisition known to management of the Issuer: N/A.
6. The names of parties receiving securities of the Issuer pursuant to the acquisition and the number of securities to be issued are described as follows:
Name of Party (If not an individual, name all insiders of the Party) | Number and Type of Securities to be Issued | Dollar value per Security (CDN$) | Conversion price (if applicable) | Prospectus Exemption | Total Securities, Previously Owned, Controlled or Directed by Party | Describe relationship to Issuer(1) |
SDP Development Group, LLC Insiders: Skyler D. Pinnick Robert Pinnick | 7,132,041 Common Shares | $0.8046 per Common Share | N/A | BCI: 72-503 | Skyler D. Pinnick: 1,285,404 Common Shares 100,000 Options exercisable into 100,000 Common Shares 632,500 Warrants exercisable into 632,500 Common Shares Robert Pinnick: 569,800 Common Shares | Skyler D. Pinnick, an insider of SDP Development Group, LLC, is a director of the Issuer |
(1) Indicate if Related Person
7. Details of the steps taken by the Issuer to ensure that the vendor has good title to the assets being acquired: Issuer previously conducted UCC filing searches for any registered financing statements respecting non-permitted encumbrances, examined a Title Plant Record Report confirming absence of encumbrances and exceptions to title and obtained Statutory Warranty Deeds in respect of the real property of SDP Development Group, LLC.
8. Provide the following information for any agent's fee, commission, bonus or finder's fee, or other compensation paid or to be paid in connection with the acquisition (including warrants, options, etc.): N/A.
(a) Details of any dealer, agent, broker or other person receiving compensation in connection with the acquisition (name, andif a corporation, identify persons owning or exercising voting control over 20% or more of the voting shares if known to the Issuer): .
(b) Cash ________________________________________________________________ .
(c) Securities ___________________________________________________________ .
(d) Other ________________________________________________________________ .
(e) Expiry date of any options, warrants etc. ___________________________
(f) Exercise price of any options, warrants etc. ________________________ .
9. State whether the sales agent, broker or other person receiving compensation in connection with the acquisition is a Related Person or has any other relationship with the Issuer and provide details of the relationship. N/A.
10. If applicable, indicate whether the acquisition is the acquisition of an interest in property contiguous to or otherwise related to any other asset acquired in the last 12 months. N.A.
Certificate Of Compliance
The undersigned hereby certifies that:
1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance on behalf of the Issuer.
2. As of the date hereof there is not material information concerning the Issuer which has not been publicly disclosed.
3. the Issuer has obtained the express written consent of each applicable individual to:
(a) the disclosure of their information to the Exchange pursuant to this Form or otherwise pursuant to this filing; and
(b) the collection, use and disclosure of their information by the Exchange in the manner and for the purposes described in Appendix A or as otherwise identified by the Exchange, from time to time
4. The undersigned hereby certifies to the Exchange that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all Exchange Requirements (as defined in CSE Policy 1).
5. All of the information in this Form 9 Notice of Issuance of Securities is true.
Dated February 24, 2020.
| | Michael Kidd |
| | Name of Director or Senior Officer |
| | |
| | |
| | "Michael Kidd" |
| | Signature |
| | |
| | |
| | Chief Financial Officer |
| | Official Capacity |
Appendix A
PERSONAL INFORMATION COLLECTION POLICY REGARDING FORM 9
The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, "CSE or the "Exchange") collect and use the information (which may include personal or other information) which has been provided in Form 9 for the following purposes:
•
• To determine whether an individual is suitable to be associated with a Listed Issuer;
• To determine whether an issuer is suitable for listing;
• To determine whether allowing an issuer to be listed or allowing an individual to be associated with a Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute;
• To conduct enforcement proceedings;
• To ensure compliance with Exchange Requirements and applicable securities legislation; and
• To fulfil the Exchange's obligation to regulate its marketplace.
The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations.
The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy.
All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times.
Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.
If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street - 9th Floor, Toronto, ON, M5J 2W4.
