Saber and Emblem Corp. Announce Financings of Aggregate $23,500,000 at Newwest Summit in San Francisco

Press Release

VANCOUVER, BC–(Marketwired – October 14, 2016) – Saber Capital Corp. (TSX VENTURE: SAB.H) (“Saber” or the “Company”) and Emblem Corp. (“Emblem”) are pleased to announce, further to news releases of May 5, 2016 and August 29, 2016, the details of the proposed debt and equity financings (the “Financings”) to raise a minimum of $23,500,000 in connection through Saber’s qualifying transaction with Emblem (the “Qualifying Transaction”). The Financings consist of the following:

A non-brokered private placement of subscription receipts (the “Non-Brokered Subscription Receipts”) for gross proceeds of a minimum of $8,000,000. Each Non-Brokered Subscription Receipt will be sold at a price of $1.15 per Non-Brokered Subscription Receipt (the “Offering Price”) and will be exchanged for a unit of the Company (a “Unit”). Each Unit will consist of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant of the Company (each whole warrant being a “Warrant”). Each Warrant is exercisable into one Common Share (the “Warrant Shares”) at the exercise price of $1.75 per share for a period of 3 years from the closing date of the Qualifying Transaction (the “Closing Date”). It is intended that the Warrants will be transferable and will be subject to acceleration in the event that the volume weighted average price of the Common Shares is equal to or greater than $3.00 over a period of ten consecutive days. The Warrant Shares will be subject to a twelve-month contractual escrow period from the Closing Date (the “Non-Brokered Placement”). Subject to certain approvals, the Company intends to obtain a listing for trading of the Warrants on the Exchange;

A brokered private placement of subscription receipts (the “Brokered Subscription Receipts”) for gross proceeds of a minimum of $8,000,000. Each Brokered Subscription Receipt will be sold at a price of $1.15 per Brokered Subscription Receipt and will be exchanged for a unit of the Company (a “Brokered Unit”). The Broker Units will have the same terms as the Units (the “Brokered Placement”). The Company will pay a commission of 8.0% of the gross proceeds of the Brokered Placement on the closing of the offering to the Agent (as defined below). The Agent will receive units (the “Commission Units”) of the Company at a deemed price equal to the Offering Price. The Commission Units will have the same terms as the Broker Units;

A brokered offering of units for gross proceeds of up to $2,000,000 by way of a TSX Venture Exchange (“TSX-V”) Short Form Offering Document (the “SFOD”). The terms of the SFOD will be determined in the context of the market and will be announced in due course; and

A brokered offering of 2 year secured notes of Emblem for aggregate gross proceeds of $5,500,000 at a price of $1,000 per note (the “Secured Notes”). The Secured Notes will carry an interest rate of 8.00% per annum payable semi-annually on April 30 and October 31 each year commencing April 30, 2017 and will mature on October 31, 2018. Emblem will issue 1,571,429 Warrants to the purchasers of the Secured Notes which will have the same terms as the Warrants. It is intended that the warrants will be transferable and will be subject to acceleration in the event that the underlying common shares trade at a price of $3.00 or more for 10 consecutive days. The underlying common shares will have a 12 month hold from closing date of the Qualifying Transaction. The Secured Notes will not be subject to early redemption until October 31, 2017 at the earliest.

In connection with the Brokered Placement, the SFOD, and the offering of Secured Notes, the Company and Emblem have engaged PI Financial Corp. (the “Agent”) to act as lead agent.

All securities issued in connection with the Brokered Placement, the Non-Brokered Placement and the Secured Notes will be subject to statutory hold periods of four months plus a day plus the additional hold periods described above. Securities issued in connection with the SFOD will not be subject to any resale restrictions other than those relating to the Warrants as described above.

The Company will also make the Non Brokered Placement available to certain subscribers pursuant to BC Instrument 45-536 – Exemption from prospectus requirement for certain distributions through an investment dealer (the “Investment Dealer Exemption”). In accordance with the requirements of the Investment Dealer Exemption, the Company confirms that there is no material fact or material change about the Company that has not been generally disclosed.

All of the proceeds from the Financings will be released to the Company at closing of the Qualifying Transaction which is anticipated to occur in November 2016. The net proceeds from the Financings will be used as working capital and to execute Emblem’s Phase 3, 9,500kg facility expansion.

Emblem Update:

  • Emblem has achieved a number of important business milestones during Q3, and continuing into Q4, including:
  • Receipt of our distribution license from Health Canada allowing Emblem to sell cannabis products to the public;
  • Developing a number of premium strains of cannabis that will allow Emblem to offer a wide range of high quality choices to patients as Emblem ramps up its production capacity;

Establishing a development plan for Emblem’s entire campus in Paris, Ontario based upon pre-engineered buildings and pre-fabricated growing rooms (in clean room format) that will allow very rapid expansion of production capacity to meet increasing demand from both the medical market and the anticipated recreational market; and

Launching Emblem’s first major expansion of its production facility to over 9,500kgs for phase 3, bringing its total production capacity to 11,600kg. In addition to Phase 3, Emblem has plans for phase 4 which will bring its total production capacity to over 21,100kgs.