November 19, 2018 – Vancouver, BC – Isodiol International Inc. (CSE: ISOL) (OTCQB: ISOLF) (FSE: LB6B.F) (the “Company” or “Isodiol”) ) is pleased to announce that it has entered into a financial advisory agreement (the “Agreement”) with Haywood Securities Inc. and Clarus Securities Inc. (the “Co-Advisors”) to act as financial advisors to the Company in connection with a strategic investment (the “Strategic Investment”) for aggregate gross proceeds of $6,000,000 (the “Offering”).
The Convertible debenture units (the “Convertible Debenture Units”), of the Company, each consist of (i) C$1,000 principal amount of senior unsecured convertible debentures of the Company (the “Debenture”); and (ii) 233 common share purchase warrants of the Company (each, a “Warrant” and together, the “Warrants”). Each Warrant shall be exercisable by the holder thereof for one common share in the capital of the Company (each a “Warrant Share” and together, the “Warrant Shares”) at an exercise price per Warrant Share of C$2.75 for a period of 24 months from the Closing Date.
The Debentures shall bear interest at a rate of 8% per annum from the date of issue, payable semi-annually in arrears on June 30 and December 31 of each year, commencing December 31, 2018. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. The December 31, 2018 interest payment will represent accrued interest for the period from the Closing Date to December 31, 2018.
The Debentures will be convertible at the holder’s option or upon mandatory conversion at the request of the Company on the earlier of: (i) the Maturity Date; (ii) the business day immediately preceding the date fixed by the Company for redemption, and (iii) the business day immediately preceding the payment date if subject to repurchase pursuant to a Change of Control (as defined below) into: (A) that number of common shares in the capital of the Company (the “Debenture Shares”) calculated on the basis of the aggregate principal amount of the Debentures issued divided by the conversion price of C$2.15 per Debenture Share (the Conversion Price); and (B) a cash payment equal to the additional interest amount that such holder would have received if it had held the Debenture for a period of one year from the date of conversion (the “Make-Whole-Amount”).
The Debentures will not be redeemable on or before December 31, 2019. On and after December 31, 2019, and up to and including the Maturity Date, the Debentures may be redeemed in whole or in part from time to time at the option of the Company (the “Mandatory Redemption Right”) on not more than 60 days and not less than 30 days prior notice at a price equal to their principal amount plus accrued and unpaid interest, provided that the daily weighted average trading price of the Common Shares on Canadian Securities Exchange (the “Exchange”) during the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of redemption is given is not less than C$3.00.
As a result of this Strategic Investment, the Agreement with the Co-Advisors will replace the brokered private placement, which was announced on November 7, 2018. The Offering will close on or about November 23, 2018.
About Isodiol International Inc.
Isodiol International Inc. is focused on the nutritional health benefits that are derived from hemp an8.d is a product development, sales, marketing and distribution company of hemp-based consumer products and solutions.
Isodiol has commercialized a 99%+ pure, naturally isolated CBD, including micro-encapsulations, and nano-technology for quality consumable and topical skin care products. Most recently, the Company received approval for its CBD designated as an Active Pharmaceutical Ingredient for use in Finished Pharmaceutical Products, as was announced on April 26, 2018.
Isodiol’s growth strategy includes the development of over-the-counter and pharmaceutical drugs and continued international expansion into Latin America, Asia, and Europe.
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ON BEHALF OF THE BOARD
Marcos Agramont, CEO & Director
Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable securities laws relating to statements regarding the Company’s business, products and future the Company’s business, its product offerings and plans for sales and marketing. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking information. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance and developments to differ materially from those contemplated by these statements depending on, among other things, the risks that the Company’s products and plan will vary from those stated in this news release and the Company may not be able to carry out its business plans as expected. Except as required by law, the Company expressly disclaims any obligation and does not intend, to update any forward-looking statements or forward-looking information in this news release. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct and makes no reference to profitability based on sales reported. The statements in this news release are made as of the date of this release.
The CSE has not reviewed, approved or disapproved the content of this press release.