Jushi Holdings Inc. (“Jushi” or the “Company”) (CSE: JUSH) (OTCMKTS: JUSHF), a vertically integrated, multi-state cannabis operator, announced today the closing of its previously announced overnight marketed offering (the “Offering”) of an aggregate of 7,475,000 subordinate voting shares (the “Offered Securities”) at a price of C$10.00 per Offered Security for total gross proceeds of C$74,750,000, which includes the full exercise of the over-allotment option granted to the underwriters.
The Offered Securities were offered in each of the Provinces of Canada, other than Québec, pursuant to a prospectus supplement to the Company’s base shelf prospectus dated October 9, 2020 (the “Prospectus”) and in the United States on a private placement basis to “qualified institutional buyers” pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”).
The Company intends to use the net proceeds of the Offering for potential strategic transactions, which may include the acquisition of the 93,000 square foot facility in Prince William County, Virginia operated by the Company’s wholly-owned subsidiary and properties adjacent to the facility, and to pursue other strategic acquisitions and business expansion opportunities as well as for general corporate purposes and working capital. It is anticipated that the purchase price of the facility and adjacent properties will be approximately US$20 million. Subject to regulatory approvals, the acquisition, together with the planned build-out of the facility, will enable the Company to efficiently produce a consistent supply of medical products as patient access improves and as the medical program matures and expands. In addition, the Company intends to use up to 33% of the net proceeds to partially repay certain of the Company’s outstanding senior secured notes in accordance with their terms.
As the Company is in preliminary talks with respect to the Virginia real estate acquisitions described above, it has entered into certain, but not all, associated definitive agreements with respect to same, and has not yet sought regulatory approvals necessary to complete the planned build-out, no assurances can be given that such acquisitions will be completed or that such acquisitions will be completed on the terms described above.
“We are building a leading multi-state operator through thoughtful capital deployment in attractive limited license markets,” commented Jim Cacioppo, Chief Executive Officer, Chairman and Founder of Jushi. “Improving availability and access to high-quality cannabis products for medical patients is an important area of focus for the Company and is the driving force behind our expansion efforts. I’d like to thank our shareholders for their support and look forward to continuing to provide best-in-class service to our patients and consumers.”
As a result of the successful completion of the Offering, the Company has, as of the date hereof, (i) 149,871,081 subordinate voting shares issued and outstanding, and (ii) 254,892,034 shares issued and outstanding on an as-converted and fully-diluted basis. On a pro forma basis, the Company has approximately $180 million in cash and short-term investments and approximately $86 million in total debt, excluding leases and property, plant and equipment financing obligations.
Canaccord Genuity Corp. acted as sole bookrunner for the Offering.
Copies of the Prospectus may be obtained on SEDAR at www.sedar.com and from Canaccord Genuity Corp., 161 Bay Street, Suite 3000, Toronto, ON M5J 2S1. The Prospectus contains important detailed information about the Company and the Offering. Prospective investors should read the Prospectus and the other documents the Company has filed on SEDAR at www.sedar.com before making an investment decision.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The subordinate voting shares have not been and will not be registered under the U.S. Securities Act or any state securities laws. Accordingly, the Offered Securities may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.