Humble & Fume Inc., a leading distributor of cannabis and cannabis accessories in North America, announces today its intention to complete a non-brokered private placement of approximately 2,000 convertible debenture units of the Company (the “Debenture Units”) at a subscription price of C$1,000 per Debenture Unit, for aggregate gross proceeds of approximately C$2,000,000 (the “Offering”).
Each Debenture Unit will be comprised of: (i) one C$1,000 principal amount secured subordinated convertible debenture of the Company (a ” Debenture”); and (ii) 6,250 share purchase warrants of the Company (each, a “Warrant”). The outstanding principal amount of each Debenture shall be convertible at the option of the holder, at any time prior to maturity, into common shares of the Company (the “Common Shares”) at a conversion price of C$0.06 per Common Share. Each Warrant shall be exercisable to acquire one Common Share at an exercise price of C$0.08 for a period of 36 months from the closing date of the Offering (the “Closing Date”). The Debentures will mature 36 months from the Closing Date, can be repaid at the option of the Company, and will bear interest at a rate of 10% per annum, payable on the earlier of conversion, repayment, or maturity. The Debentures will be secured by general security agreements over the Company’s assets, but subordinated to the Company’s senior secured lender.
In connection with the Offering, the Company may pay certain finders (each, a “Finder”) a cash commission and/or issue such Finders non-transferable share purchase warrants, in accordance with Canadian Securities Exchange (“CSE”) policies. The Company intends to use the proceeds raised from the Offering for payment of general working capital. The Offering may close in tranches.
The Offering is expected to close on or around June 9, 2023. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the CSE.
About Humble & Fume
Humble & Fume Inc. is a leading North American distributor of cannabis and cannabis accessories, supported by a customer-centric sales team and a strong fulfillment infrastructure. As the only fully integrated cannabis distribution solution, Humble bridges the gap for retailers, licensed cannabis producers, multi-state operators, and cannabis consumers to maximize sales penetration, and increase financial performance. With over 20 years of North American operating experience, Humble has cultivated extensive vendor and customer relationships, distributing premium cannabis consumables and consumption devices. The Company is comprised of Humble+Fume / B.O.B. Headquarters Inc., Windship Trading LLC, and Humble Cannabis Solutions.
