VALENS GROWORKS ARRANGES CONVERTIBLE NOTE FINANCING
Vancouver, B.C., April 19, 2017 – Valens GroWorks Corp. (CSE: VGW) (the “Company” or “Valens”) reports that it has issued a convertible unsecured note (the “Note”) to an outside director of the Company (the “Lender”), for an aggregate principal amount of $500,000. The CEO of the Company has personally guaranteed the prompt, punctual and full payment of the Note when due. Note proceeds will be used for the purposes of meeting Company expansion obligations and for general corporate purposes.
The Note will mature in one year and bear interest at 10% per annum from the date of funds advance until the earlier of the date the Note, together with all accrued interest, is repaid in full, and the date of completion of the Option Exercise (as defined below).
Prior to the date of closing of the next corporate financing (the “Financing”), the Lender has the option but not the obligation to exchange all or part of the Note and accrued interest (the “Option Exercise“) into common shares of the Company (“Common Shares”) under the same terms and conditions as, and as a participant in the Financing. The Lender accepts the risk that a Financing may not be completed. Any Common Shares issued will be subject to restrictions on transfer that may be imposed by regulatory authorities and underwriters.
The Company has indemnified and holds harmless the CEO for any liability incurred by him by reason of his execution of any personal guarantee for the Company’s benefit (including but not limited to personal guarantees in connection with office or equipment leases, commercial loans or promissory notes).
About Valens GroWorks Corp.
Valens GroWorks Corp is a CSE-listed company with an aggressive acquisition strategy in progress, providing management, consulting, testing and support services to domestic and international licensees, financing the expansion of fully licensed operations in Arizona, as well as the proposed buildout of final-review-stage applicant Royal Green Acres Manufacturing (“RGAM”) under the Access to Cannabis for Medical Purposes Regulations (“ACMPR”). The Company seeks to acquire 100% of RGAM as proposed under a Letter of Intent announced April 4, 2017.
The Company has two wholly-owned subsidiaries based in the Okanagan Valley of British Columbia: 1) Valens Agritech Ltd. (“VAL”), a post-inspection applicant anticipating receipt of a Controlled Drugs and Substances Dealers Licence for the cultivation and processing of marijuana, and 2) Supra THC Services Inc. (“Supra”), a Health Canada Dealers-Licensed cannabis testing lab with an established scientific team supporting its operations, positioning to provide sector-leading analytical and proprietary services to Licensed Producers and ACMPR patients.
On behalf of the Board of Directors, VALENS GROWORKS CORP.
(signed) “Robert van Santen”
Chief Financial Officer
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Notice regarding Forward Looking Statements
This news release contains certain “forward-looking statements” within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as “anticipates”, “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed”, “positioned” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections
contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Corporation is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, except as expressly required by applicable law.
The CSE or other regulatory authority has not reviewed, approved or disapproved the contents of this press release. We seek Safe Harbour.