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Letter to Warrant Holders Regarding Warrant Incentive Program
Further to the news releases of the Company dated August 20, 2019, the Company hereby makes an offer (the “Warrant Offer”) to the eligible holders of outstanding common share purchase warrants (collectively, the “Warrants”), to encourage the early exercise of the Warrants, with exercise prices and expiry dates as follows:
|Number of Warrants||Exercise Price||Grant Date||Expiry Date|
|3,709,463||$0.55||May 1, 2018||November 2, 2019|
|3,386,250||$0.75||June 26, 2018||June 20, 2020|
|4,541,667||$0.50||August 2, 2018||August 2, 2020|
|300,000||$0.50||September 7, 2018||September 7, 2020|
|840,000||$0.75||September 28, 2018||September 28, 2020|
|5,266,675||$0.50||November 2, 2018||November 2, 2020|
|2,945,000||$0.50||November 26, 2018||May 26, 2019|
|10,287,481||$0.50||February 5, 2019||February 5, 2021|
The Warrant Offer will be open for a 16-day period (the “Early Exercise Period”) beginning on August 21, 2019 and ending on September 6, 2019.
Pursuant to the Warrant Offer, the Company hereby offers an inducement to each eligible holder of the Warrants (each, a “Warrant Holder”) that exercises the Warrants during the Early Exercise Period that consists of:
- a reduced exercise price of $0.13 per Share (the “Reduced Exercise Price”); and
- an additional common share purchase warrant (each, an “Incentive Warrant”) for each Warrant exercised, with each Incentive Warrant entitling the Warrant Holder to purchase one additional Share of the Company until 5:00 p.m. (Vancouver time) on such date as is two years from the date of issuance of the Incentive Warrant at a price of $0.35 per common share.
All other terms of the Warrants will remain the same.
Only holders of Warrants who are “accredited investors” under applicable Canadian securities laws or who provide satisfactory evidence that they meet the requirements of an alternative exemption from the prospectus requirements of applicable Canadian securities laws may participate in the Warrant Offer. U.S. holders of the Warrants are not eligible to participate in the Warrant Offer.
If Warrants are not exercised prior to the end of the Early Exercise Period or if a Warrant Holder does not qualify to receive Incentive Warrants, the Warrants will remain outstanding and continue to be exercisable on the same terms applicable to such Warrants as they existed prior to the Warrant Offer.
***Please note that the Company may only accept payment for and duly executed Warrant Offer subscription forms pursuant to the Warrant Offer during the Early Exercise Period from August 21, 2019 to September 6, 2019.***
In order to exercise your Warrants at the Reduced Exercise Price, you must deliver the following documents to the Company during the Early Exercise Period:
- a completed and executed subscription form attached as Appendix A hereto (the “Subscription Form”) for the number of common shares of the Company which you wish to subscribe;
- a completed and executed Canadian Investor Questionnaire attached as Appendix B hereto;
- the Exercise Price, payable in Canadian funds, for the number of common shares of the Company subscribed for, either by bank draft, certified cheque or money order, payable to the Company, or by wire transfer to the Company pursuant to wiring instructions to be provided by the Company upon request.
- These documents must be delivered to the Company during the Early Exercise Period at the following address or email address:
Crop Infrastructure Corp.
600 – 535 Howe Street
Vancouver, B.C. V6C 2Z7
Attention: Christine Mah
In addition, you must deliver your original warrant certificate to the Company at the address above prior to the issuance by the Company of the common shares upon exercise of the Warrants and Incentive Warrants.
Should you have any questions in connection with the foregoing, please feel free to contact Christine Mah at (604) 484-4206.
Crop Infrastructure Corp.
Per: “Michael Yorke”
Chief Executive Officer and Director