Blueberries Medical Corp., a Latin American licensed producer of medicinal cannabis and cannabis-derived products, announces a non-brokered private placement consisting of the sale of 180,716,00 common shares (“Common Shares”) at a price of C$0.011 per Common Share for aggregate gross proceeds of approximately C$1,987,876 (or approximately US$1,250,000) (the “Offering”). The net proceeds from the sale of the Common Shares will be used to repay existing debt and for general corporate and working capital purposes.
The Offering was led by Terraflos Inc. (“Terraflos”), a company with operations throughout Latin America founded and controlled by Facundo Garreton (“Mr. Garreton”), who serves as the Chairman, CEO, and a director of Blueberries. Terraflos is currently exploring various prospects in Argentina, Mexico, and Brazil and aims to expand its operations into those markets in the short term. The company’s objective is to satisfy food and medicine needs in the near future using non-conventional methods, without exploiting natural resources as is common in current methodologies.
Early Warning Disclosure
Immediately prior to the Offering Mr. Garreton, directly and through Terraflos, owned 88,729,039 Common Shares, options exercisable into 2,750,000 Common Shares (the “Options”), and convertible debentures of the Issuer convertible into 20,089,696 Common Shares (the “Debenture”). If the Options and Debenture were exercised in full, it would result in the issuance of 22,839,696 Common Shares to Mr. Garreton for an aggregate holdings on an as converted basis of 111,568,735 Common Shares, representing, on a partially diluted basis, approximately 46.27% of the outstanding Common Shares prior to the Offering. Immediately following the Offering, Mr. Garreton owned on an as converted basis (assuming the exercise the Options and Debenture in full, directly and through Terraflos) 261,281,362 Common Shares representing, on a partially diluted basis, approximately 61.93% of the outstanding Common Shares.
Mr. Garreton, through Terraflos, acquired the Common Shares for investment purposes, and he may, depending on market and other conditions, increase or decrease his beneficial ownership, control or direction over additional securities of the securities or otherwise. Other than as noted above and a right to a board seat for so long as Mr. Garreton holds at least 8% of the outstanding Common Shares on an as converted basis, Mr. Garreton does not have any plans related to any of the matters in the enumerated list in Item 5.1 of Form 62-103F1.
Mr. Garreton will prepare and file a report containing the information required by Form 62-103F1 – Required Disclosure under the Early Warning Requirements in connection with the matters referred to in this press release. Once filed, a copy of the early warning report will be available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.
Participation by Terraflos and Mr. Garreton in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with Terraflos’ and Mr. Garreton’s participation in the Offering in reliance of sections 5.5(b) and 5.7(1)(b) of MI 61-101. A material change report was filed in connection with the participation of Terraflos and Mr. Garreton in the Offering less than 21 days in advance of the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.
About Blueberries Medical Corp.
Blueberries is a Latin American licensed producer of naturally grown premium quality cannabis with its primary operations ideally located in the Bogotá Savannah of central Colombia. The Company is led by a specialized team with proprietary expertise in agriculture, genetics, extraction, medicine, pharmacology and marketing, Blueberries is fully licensed for the cultivation, production, domestic distribution, and international export of CBD and THC-based medical cannabis in Colombia. Additional information about the Company is available at www.blueberriesmed.com.