/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Feb. 15,
2023 /CNW/ - Auxly Cannabis Group Inc.
("Auxly" or the "Company") (TSX: XLY) (OTCQB: CBWTF)
is pleased to announce that it has closed its previously announced
private placement for 96,000,000 common shares of the Company
("Common Shares") at a price of $0.035 per Common Share and 96,000,000 Common
Share purchase warrants ("Warrants"), with each Warrant
entitling the investors to purchase one Common Share at an exercise
price of $0.045 per Common Share at
any time up to 60 months following the date of issuance thereof
(the "Offering"), resulting in total gross proceeds of
approximately $3.36 million, before
deducting any applicable advisor or finder fees or Offering
expenses.
The net proceeds from the Offering will be used for working
capital and general corporate purposes.
In the United States, the
Common Shares, the Warrants and the Common Shares issuable upon the
exercise of the Warrants were offered on a private placement basis
pursuant to exemptions from the registration requirements of the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), and certain other jurisdictions in accordance
with applicable securities laws. No securities will be offered for
sale or sold in Canada.
No securities regulatory authority has either approved or
disapproved of the contents of this news release. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This news release
is not an offer to sell or the solicitation of an offer to buy the
securities in the United States or
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to qualification or registration under the
securities laws of such jurisdiction. The securities being offered
have not been, nor will they be, registered under the U.S.
Securities Act, and such securities may not be offered or sold
within the United States or to, or
for the account or benefit of, U.S. persons absent registration or
an applicable exemption from U.S. registration requirements and
applicable U.S. state securities laws.
ON BEHALF OF THE BOARD
"Hugo
Alves" CEO
About Auxly Cannabis Group Inc. (TSX: XLY)
Auxly is a leading Canadian consumer packaged goods company in
the cannabis products market, headquartered in Toronto, Canada. Our focus is on developing,
manufacturing and distributing branded cannabis products that
delight our consumers.
Our vision is to be a leader in branded cannabis products that
deliver on our consumer promise of quality, safety and
efficacy.
Learn more at www.auxly.com and stay up to date at Twitter:
@AuxlyGroup; Instagram: @auxlygroup; Facebook:
@auxlygroup; LinkedIn: company/auxlygroup/.
Notice Regarding Forward Looking Information:
This news release contains certain "forward-looking information"
within the meaning of applicable Canadian securities law.
Forward-looking information is frequently characterized by words
such as "plan", "continue", "expect", "project", "intend",
"believe", "anticipate", "estimate", "may", "will", "potential",
"proposed" and other similar words, or information that certain
events or conditions "may" or "will" occur. This information is
only a prediction. Various assumptions were used in drawing the
conclusions or making the projections contained in the
forward-looking information throughout this news release.
Forward-looking information includes, but is not limited to: the
proposed completion of the Offering and the receipt of all
applicable approvals in connection therewith; the proposed
amendments to the Bought Deal Warrants, the proposed operation of
Auxly, its subsidiaries and partners; the intention to grow the
business, operations and existing and potential activities of
Auxly; the Company's response to the COVID-19 pandemic; the impact
of the COVID-19 pandemic on the Company's current and future
operations; the Company's execution of its innovative product
development, commercialization strategy and expansion plans; the
Company's intention to introduce innovative new cannabis products
to the market and the timing thereof; the anticipated benefits of
the Company's partnerships, research and development initiatives
and other commercial arrangements; the anticipated benefits of the
Company's acquisition of Auxly Leamington; the expectation and
timing of future revenues and of positive Adjusted EBITDA;
expectations regarding the Company's expansion of sales, operations
and investment into foreign jurisdictions; future legislative and
regulatory developments involving cannabis and cannabis products;
the timing and outcomes of regulatory or intellectual property
decisions; the relevance of Auxly's subsidiaries' current and
proposed products with provincial purchasers and consumers;
consumer preferences; political change; competition and other risks
affecting the Company in particular and the cannabis industry
generally.
A number of factors could cause actual results to differ
materially from a conclusion, forecast or projection contained in
the forward-looking information in this release including, but not
limited to, whether: the Company will continue as a going concern
as outlined in the Company's most recent Management's Discussion
and Analysis; the Company will be able to raise additional
capital to fund its operations; the Company will be able to execute
on its business strategy; Auxly's subsidiaries and partners are
able to obtain and maintain the necessary governmental and
regulatory authorizations to conduct business; the Company is able
to successfully manage the integration of its various business
units with its own; there are not materially more closures or
lockdowns related to the COVID–19 pandemic; the Company's
subsidiaries and partners obtain and maintain all necessary
governmental and regulatory permits and approvals for the operation
of their facilities and the development of cannabis products, and
whether such permits and approvals can be obtained in a timely
manner; the Company will be able to successfully integrate Auxly
Leamington's operations with its own, and whether the expected
benefits of the acquisition materialize in the manner expected, or
at all; the Company will be able to successfully launch new product
formats and enter into new markets; there is acceptance and demand
for current and future Company products by consumers and provincial
purchasers; the Company will be able to increase revenues and
achieve positive Adjusted EBITDA; and general economic, financial
market, legislative, regulatory, competitive and political
conditions in which the Company and its subsidiaries and partners
operate will remain the same. Additional risk factors are disclosed
in the annual information form of the Company for the financial
year ended December 31, 2021 dated
March 30, 2022 and Management's
Discussion and Analysis of Financial Condition and Results of
Operation for the Three and Nine Months Ended September 30, 2022 dated November 11, 2022.
New factors emerge from time to time, and it is not possible for
management to predict all of those factors or to assess in advance
the impact of each such factor on the Company's business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking information. The forward-looking information in
this release is based on information currently available and what
management believes are reasonable assumptions. Forward-looking
information speaks only to such assumptions as of the date of this
release. In addition, this release may contain forward-looking
information attributed to third party industry sources, the
accuracy of which has not been verified by the Company. The
forward-looking information is being provided for the purposes of
assisting the reader in understanding the Company's financial
performance, financial position and cash flows as at and for
periods ended on certain dates and to present information about
management's current expectations and plans relating to the future,
and the reader is cautioned that such forward-looking information
may not be appropriate for any other purpose. Readers should not
place undue reliance on forward-looking information contained in
this release.
The forward-looking information contained in this release is
expressly qualified by the foregoing cautionary statements and is
made as of the date of this release. Except as may be required by
applicable securities laws, the Company does not undertake any
obligation to publicly update or revise any forward-looking
information to reflect events or circumstances after the date of
this release or to reflect the occurrence of unanticipated events,
whether as a result of new information, future events or results,
or otherwise.
Neither the Toronto Stock Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
Toronto Stock Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Auxly Cannabis Group Inc.