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TORONTO, Nov. 29, 2018 /CNW/ - Menē Inc. (TSX-V:MENE)
(OTC: MENEF) ("Menē" or the "Company"), an online 24-karat jewelry
brand, is pleased to announce that it has entered into an agreement
with Canaccord Genuity Corp. ("Canaccord Genuity"), whereby
Canaccord Genuity has agreed to purchase, on a "bought deal" basis,
an aggregate principal amount of $10,000,000 of securities of the Company (the
"Equity Offering"). In addition, the Company has entered into a
commitment with a private institutional investor for a concurrent
$20,000,000 secured gold note
financing (the "Debt Financing"). The gross proceeds of
$30,000,000 from the Equity Offering
and the Debt Offering will be used to expand inventory and for
working capital purposes.
Bought Deal Equity Financing
The Equity Offering contemplates the issuance and sale of
14,286,000 units of the Company ("Units") at a price of
C$0.70 per Unit (the "Offering
Price"), to be qualified by a short form prospectus. Each
Unit will consist of one subordinate voting class B common share of
the Company (the "Common Shares") and one-half of one Common Share
purchase warrant (each whole Common Share purchase warrant, a
"Warrant"). Each Warrant will entitle the holder to acquire
one Common Share for two years from the closing of the Equity
Offering (the "Closing") at a price of C$1.00.
The Units issued pursuant to the Equity Offering will be
qualified by a prospectus in such provinces of Canada as Canaccord Genuity may designate,
other than Quebec, and otherwise
in those jurisdictions where the Equity Offering can lawfully be
made. Canaccord Genuity has been granted an over-allotment option
to purchase additional Units equal to 15% of the Units sold
pursuant to the Equity Offering at the Offering Price, exercisable
at any time up to 30 days after the closing date.
3.00% Secured Gold Note Debt Financing
The Debt Financing consists of $20,000,000 principal amount of unique secured
gold notes (the "Gold Notes") secured by, among other things, the
Company's 24 karat gold and platinum inventory at the Company's
vaulted fulfillment centre in New
Jersey and 15,000,000 Series B common share purchase
warrants of the Company (the "Debt Offering Warrants"). Each Debt
Offering Warrant will entitle the holder to acquire one Series B
common share of the Company for 2 years from the closing of the
Debt Offering at a price of C$1.00
per share. The Debt Offering Warrants will be qualified by a
prospectus.
The Gold Notes bear an interest rate of 3% per annum 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 Company has received a binding commitment from the private
institutional investor for $20,000,000 aggregate principal amount of Gold
Notes with an indication of interest for an additional $80,000,000 aggregate principal amount of Gold
Notes at the Company's discretion.
The closing date of the Equity Offering and the Debt Financing
is scheduled to be on or about December 19,
2018 and is subject to certain conditions including, but not
limited to, the receipt of all necessary approvals, including the
approval of TSX Venture Exchange and the issuance of receipts for
the final prospectus by applicable Canadian Securities
Administrators.
"I would like to thank our investors and Canaccord Genuity for
working with us to establish this transformational funding round
for Menē Inc. With this capital and gold-secured note financing, we
can enlarge our inventory levels to meet growing demand and
position the Company for aggressive growth in 2019 and beyond. Our
projected capital needs are now substantially satisfied, and we can
focus on building our Company into an even greater disruptive force
in the $250 billion global jewelry
industry," said Roy Sebag, Founder
and CEO of Menē Inc.
About Menē Inc.
Menē crafts pure 24 karat gold and platinum jewelry that is
transparently sold by gram weight. Through mene.com, customers
may buy jewelry, monitor the value of their collection over time,
and sell or exchange their pieces by gram weight at prevailing
market prices. Menē was founded by Roy
Sebag and Diana
Widmaier-Picasso with a mission to restore the relationship
between jewelry and savings. Menē empowers consumers by marrying
innovative technology, timeless design, and pure precious
metals to create pieces which endure as a store of value.
For more information about Menē, visit mene.com.
Warning
The securities offered have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "1933 Act") or any state securities laws and may not
be offered or sold within the United
States or to, or for account or benefit of, U.S. Persons (as
defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption
from such registration requirements is available. This news release
does not constitute an offer to sell or a solicitation of an offer
to buy nor shall there be any sale of any of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America.
Forward-Looking Statements
This news release contains certain "forward-looking
information" within the meaning of applicable Canadian securities
laws that are based on expectations, estimates and projections as
at the date of this news release. The information in this release
about the Equity Offering and the Debt Financing, the Company's
anticipated use of available funds, and the future plans and
objectives of the Company are forward-looking information.
Any statements that involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
information and are intended to identify forward-looking
information.
This forward-looking information is based on reasonable
assumptions and estimates of management of the Company at the time
it was made, and involves known and unknown risks, uncertainties
and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by
such forward-looking information. Such factors include, among
others, the intention to complete the Equity Offering and the Debt
Financing and the expected expenditure of the proceeds of these
financings, and the Company's objectives, goals or future plans in
respect of the use of proceeds; the absence of any commitment or
other assurance to increase the Debt Financing by $80,000,000 on terms which are satisfactory or at
all; global economic climate; dilution; the Company's limited
operating history; future capital needs and uncertainty of
additional financing; the competitive nature of the industry;
currency exchange risks; the need for the Company to manage its
planned growth and expansion; the effects of product development
and need for continued technology and manufacturing change;
protection of proprietary rights; the effect of government
regulation and compliance on the Company and the industry; network
security risks; the ability of the Company to maintain properly
working systems; theft and risk of physical harm to personnel;
reliance on key personnel; global economic and financial market
deterioration impeding access to capital or increasing the cost of
capital; and volatile securities markets impacting security pricing
unrelated to operating performance. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information. The Company
undertakes no obligation to revise or update any forward-looking
information other than as required by law.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Menē Inc.