New Age Farm Inc (C:NF)
Shares Issued 77,877,259
Last Close 11/15/2016 $0.095
Wednesday November 16 2016 – News Release
Mr. Carman Parente reports
NEW AGE FARM CLOSES OVER SUBSCRIBED PRIVATE PLACEMENT
New Age Farm Inc. has completed the non-brokered private placement announced on Oct. 31, 2016. The Company raised a total of $722,250. Pursuant to the Financing, the Company will issue a total of 8,497,058 million units (the “Units”), where each Unit consists of one common share at a price of $0.085 per Share (the “Shares”) and one whole share purchase warrant (the “Warrants”), where each whole Warrant will entitle the holder to purchase one additional common share in the equity of the Company at a price of $0.20 per warrant share for a period of two years from the date of closing of the Financing. The Company granted agents an option to cover over-allotments (the “Over-Allotment Option”) which allowed agents to offer up to 1,750,000 additional Units. The Company has used the Over-Allotment Option to issue 1,397,058 Units, and these over-allotment Units are included in the total referenced earlier in this news release. The Company will pay commission of $28,035 in cash and issue 329,824 broker warrants in connection with the Financing (the “Broker Warrants”). Each whole Broker Warrant will entitle the holder to purchase one additional common share in the equity of the Company at a price of $0.20 per warrant share for a period of two years from the date of closing of the Financing. In addition, a total of 5,000,000 finder’s warrants will be issued at an exercise price of $0.085 per warrant share and be exercisable for a period of two years (the “Finders Warrants”). The proceeds of the Financing will be used for general working capital purposes, to include among other things, the completion of the greenhouse build out at New Age Farm’s Oroville Green Campus and for administrative costs associated with the NHS Industries Ltd. spin out announced on November 10, 2016 (the “NHS Spin Out”). Subscribers to this Financing will be eligible to participate in the NHS Spin Out provided they remain shareholders as of the close of business on November 30, 2016, the Share Distribution Record Date. New Age Farm shareholders as of the Share Distribution Record Date will be entitled to receive their pro-rata share of the NHS Spin Out share distribution based on their shareholdings in New Age Farm as of November 30, 2016. Shareholders should consult with their own legal, tax and/or investment advisors for advice with respect to the implementation and effect of the spin out transaction on their own investment.
Carman Parente, President and CEO of New Age Farm commented: “I am extremely pleased that our shareholders are committed to the ongoing success of our company and allowing us the opportunity to continue executing and expanding our business model.”
The issuance of the securities described in this news release are subject to acceptance by the Canadian Securities Exchange. All amounts quoted in this news release are in Canadian funds. All Securities issued in connection with these transactions will be subject to a 4-month and one day hold period.
We seek Safe Harbor.