“We are thrilled to be Silo’s financial partner to help the team in their mission to provide psychedelic and functional mushrooms in Jamaica and beyond. With a strong brand such as Marley One, as well as access to capital through our facilities, Silo can become a major global player in the functional fungi market which has seen a market value of over $25 billion in 2020,” said ABO CEO Amine Nedjai.
The subscription agreement provides for a commitment to finance the company up to a maximum of $5,950,000 (the “Total commitment“) by subscribing for an aggregate principal amount of $7,300,000 of Convertible Debentures, including Commitment Fees (defined below), in twenty (20) tranches, each in an aggregate principal amount of 350 $000 (each, a “Slice“), convertible on notice at the lower of (i) the closing price of the ordinary shares on the CSE at the time of delivery of the relevant notice of conversion to the Company (or, in the case of automatic conversion of the capital into outstanding upon maturity of this Convertible Debenture, the Maturity Date ); and (ii) $0.05 (five cents); the Convertible Debentures will be subscribed for at a subscription price of eighty-five percent ( 85%) of the nominal value of the convertible debenture Debentures: 41,650,000 warrants exercisable at $0.05 will be attached to the first Tranche.
In the event that the Conversion Price is higher than the lowest daily volume-weighted average price observed over a period of fifteen (15) trading days immediately preceding the date of the relevant conversion notice (or, in absence of notice of conversion, the maturity date of the convertible debentures) (the “Theoretical conversion price“), the Company shall be required to pay the Subscriber a compensatory amount to indemnify the Subscriber for the difference between the actual conversion price and the Theoretical Conversion Price (each, a “Total“).
As part of the Subscriber Agreement, the Company agreed to pay the Subscriber a sign-up fee of $300,000 (the “Commitment fees“), where $150,000 will be added to the principal amount of the debentures issued under each of the first two tranches. In addition, before the second tranche is funded, a number of free trading shares must be lent to the subscriber by certain shareholders pursuant to the share loan agreements which have already been executed by the parties concerned, and the Company will have completed a twenty-for-one consolidation of the common shares.
Upon the occurrence of certain Events of Default or a Change of Control, as set forth in the Subscription Agreement, the Convertible Debentures may, at the subscriber’s option, be redeemed for cash prior to maturity at a price equal to 105 % of the principal amount then due. The Subscription Agreement also contains provisions preventing the Company from issuing Convertible Debentures if the issuance of such Convertible Debentures would result in the Subscriber beneficially owning or controlling more than 19.9% of the Common Shares (issued and in circulation). This financing replaces the previously announced transaction with Orthogonal Thinker which was terminated.
Further information regarding the financing can be found in the Subscription Agreement, which will be posted on the Company’s SEDAR profile at www.sedar.com.
ABOUT Wellness Silo
Silo Wellness is a growth-oriented holding company focused on functional mushrooms and psychedelic opportunities that benefit from a unified ecosystem and exceptional leadership. Founded in 2018 and based in Toronto, Silo Wellness operates in Jamaica and Oregon. Silo Wellness is a publicly traded company on the Canadian (CSE: SILO) and Frankfurt (FSE: CK70) stock exchanges and trades on the OTCQB Venture Market (OTCQB: SILFF).
Silo Wellness offers a diverse and growing portfolio of functional mushroom products, psychedelic wellness retreats in Jamaica and Oregon, cultivation of psychedelic mushrooms and truffles in Jamaica, smart brick store development and mortar in Jamaica and intellectual property, initially focused on commercializing its dosed psilocybin nasal spray.
In March 2021, Silo Wellness announced a multi-year licensing agreement with the family of legendary musician Bob Marley for the exclusive worldwide rights to brand, market and sell a distinct product line of functional and psychedelic mushrooms. The Marley One range of functional mushrooms is available from www.MarleyOne.com.
For more information about Silo Wellness, please visit www.silowellness.com.
For more information, please contact:
Silo wellness company contact:
Mike Arnold, President
ABOUT ALPHA BLUE OCEAN
ABO was created in 2017 by Pierre Vannineuse, Hugo Pingray and Amaury Mamou-Mani. ABO is a young and dynamic investment fund manager whose mission is to revolutionize the financial industry by offering innovative financing solutions. ABO implements a direct, rational and effective approach by offering alternative financing solutions. In other words, flexible solutions for listed companies also called PIPE (Private Investment in Public Equity). ABO has executed over 80 transactions since its inception with financial commitments of over €1.5 billion.
CAUTION REGARDING FORWARD-LOOKING INFORMATION: This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical facts, are forward-looking statements and are based on expectations, estimates and projections as of the date of this press release. Any statement involving discussion of predictions, expectations, beliefs, plans, projections, goals, assumptions, future events or performance (often, but not always, using phrases such as “expects “, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budgets”, “expects”, “expects”, “estimates”, “believes ” or “intends” or variations of these words and expressions or indicating that certain actions, events or results “might” or “could”, “will”, “could” or “will” be expected to occur or be achieved ) are not statements of historical fact and may be forward-looking statements. Forward-looking information may relate to anticipated events or results, including, but not limited to, the issuance of convertible debentures, the payment of any compensation amounts, the future payment of debenture commitment fees, management’s plans regarding Marley One and the performance of any purchase orders and the Company’s future business plans. Forward-looking statements are necessarily based on a number of estimates and assumptions which, while believed to be reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results to differ. and future events differ materially from those expressed or implied. by such forward-looking statements. These factors include, but are not limited to: general business, economic, competitive, regulatory, political and social uncertainties and the potential impact of COVID-19. These risks and uncertainties include, among others, the risk factors included in Silo Wellness’s continuous disclosure documents available at www.sedar.com. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.
Readers should not place undue reliance on the forward-looking statements and information contained in this press release. Silo Wellness undertakes no obligation to update any forward-looking statements of beliefs, opinions, projections or other factors should they change, except as required by law.
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