Valens Groworks Announces Upsize of Previously Announced Bought Deal Equity Financing to $37.5M

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UPDATE: on April 9th, 2019, this offering was closed. For more information please visit Valens Groworks Announces Closing of $43,125,000 Bought Deal Financing.

Kelowna, B.C., March 20, 2019 – Valens GroWorks Corp. (CSE: VGW) (the “Company” or “Valens”), a multi-licensed provider of cannabis products and services focused on various proprietary extraction methodologies, distillation, cannabinoid isolation and purification, as well as associated quality testing announces that it has entered into an agreement with AltaCorp Capital Inc. (“AltaCorp”), as lead underwriter and sole bookrunner and including GMP Securities L.P., Raymond James Ltd., Haywood Securities Inc., and Mackie Research Capital Corp., (together with AltaCorp the “Underwriters”), to increase the size of its previously announced “bought deal” financing from $30,000,001 to $37,499,999 (the “Offering”). Pursuant to the amended terms, the Underwriters have agreed to purchase, on a bought deal basis, 12,711,864 units of the Company (“Units”) at a price of C$2.95 per Unit (the “Offering”).

Each Unit is comprised of one common share (a “Common Share”) of Valens and one-half common share purchase warrant (each whole common share purchase warrant a “Warrant”) of the Company offered at a price of $2.95 per Unit for gross proceeds of $37,499,999 (the “Offering”). Each Warrant will be exercisable to acquire one common share of the Company (a “Warrant Share”) for a period of two years following the closing date at an exercise price of $4.00 per Warrant Share, subject to adjustment in certain events. In the event that the volume weighted average trading price of the common shares for ten consecutive trading days exceeds $6.00, the Company shall have the right to accelerate the expiry date of the Warrants upon no less than fifteen trading days’ notice.

In addition, the Underwriters will also have the option, exercisable in whole or in part, to acquire up to an additional 1,906,780 Units at a price of $2.95 per Unit at any time from closing of the Offering and ending 30 days following the closing date for additional gross proceeds of up to $5,625,001 (the “Over-Allotment Option”). The Over-Allotment Option may be exercised by the Underwriters in respect of: (i) Units at the Offering price; or (ii) Common Shares (“Over-Allotment Shares”) at a price to be agreed to by the Company and the Lead Underwriter; or (iii) Warrants (“Over-Allotment Warrants”) at a price to be agreed to by the Company and the Lead Underwriter; or (iv) any combination of Over-Allotment Shares and/or Over-Allotment Warrants, so long as the aggregate number of Over-Allotment Shares and Over-Allotment Warrants which may be issued under the Over-Allotment Option does not exceed 1,906,780 Over-Allotment Shares and 953,390 Over-Allotment Warrants.

The Company plans to use the net proceeds from the Offering to strategically increase the Company’s domestic geographic presence, increase production capacity and white label offerings, and for general corporate purposes.

The Common Shares will be offered by way of a short form prospectus to be filed in each of the provinces of Canada, other than the Province of Quebec and by way of a private placement in the United States. The Offering is subject to customary conditions including receipt of required regulatory approvals and completion of documentation. Completion of the offering is expected on or about April 9, 2019.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Valens GroWorks

Valens GroWorks Corp. is a research-driven, Canadian cannabis company focused on downstream secondary extraction methodology, distillation and cannabinoid isolation and purification, as well as associated quality testing with three wholly-owned subsidiaries located in and around Kelowna, BC. Subsidiary Valens Agritech (“VAL”) holds a license to cultivate cannabis and produce cannabis oil under the Cannabis Act, as well as a license to conduct analytical testing for the cannabis industry.  VAL currently has extraction processing and supply agreements with various leading producers across Canada. Subsidiary Valens Labs is a Health Canada licensed ISO 17025 accredited cannabis testing lab providing sector-leading analytical services and has partnered with Thermo Fisher Scientific to develop a Centre of Excellence in Plant-Based Science. Subsidiary Valens Farms is in the process of becoming a purpose-built facility in compliance with European Union (EU) Good Manufacturing Practices (GMP) standards, ensuring the product from this facility can be exported anywhere in the world where Cannabis is nationally legal for medical or adult usage purposes. For more information, please visit http://valensgroworks.com. The Company’s investor deck can be found specifically at http://valensgroworks.com/investors/

For further information, please contact:

Scott Young
Valens GroWorks Corp.
Telephone: +1.705.888.2756

U.S. / Europe Investors
KCSA Strategic Communications
Phil Carlson / Elizabeth Barker
VGW@kcsa.com
212.896.1233 / 212.896.1203

Media
KCSA Strategic Communications
Anne Donohoe
adonohoe@kcsa.com
212.896.1265

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, and include statements with respect to the expected closing date of the offering, the use of proceeds, the purchase of the facility at 180 Carion Rd, Kelowna, B.C. 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, including the risk that the conditions to and approvals required for the offering will not be met or obtained. 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.