NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Humble & Fume Inc. Announces Private Placement of Convertible Debentures for Gross Proceeds of Approximately $2 Million
Toronto, Ontario – June 1, 2023 – Humble & Fume Inc. (CSE: HMBL, OTCQX: HUMBF) (“Humble” or the “Company”), a leading distributor of cannabis and cannabis accessories in North America, announces today its intention to complete a non-brokered private placement of approximately 2,000 convertible debenture units of the Company (the “Debenture Units”) at a subscription price of C$1,000 per Debenture Unit, for aggregate gross proceeds of approximately C$2,000,000 (the “Offering”).
Each Debenture Unit will be comprised of: (i) one C$1,000 principal amount secured subordinated convertible debenture of the Company (a ” Debenture”); and (ii) 6,250 share purchase warrants of the Company (each, a “Warrant”). The outstanding principal amount of each Debenture shall be convertible at the option of the holder, at any time prior to maturity, into common shares of the Company (the “Common Shares”) at a conversion price of C$0.06 per Common Share. Each Warrant shall be exercisable to acquire one Common Share at an exercise price of C$0.08 for a period of 36 months from the closing date of the Offering (the “Closing Date”). The Debentures will mature 36 months from the Closing Date, can be repaid at the option of the Company, and will bear interest at a rate of 10% per annum, payable on the earlier of conversion, repayment, or maturity. The Debentures will be secured by general security agreements over the Company’s assets, but subordinated to the Company’s senior secured lender.
In connection with the Offering, the Company may pay certain finders (each, a “Finder”) a cash commission and/or issue such Finders non-transferable share purchase warrants, in accordance with Canadian Securities Exchange (“CSE”) policies. The Company intends to use the proceeds raised from the Offering for payment of general working capital. The Offering may close in tranches.
The Offering is expected to close on or around June 9, 2023. The Offering is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the CSE.
The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. 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 the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT HUMBLE & FUME INC.
Humble & Fume Inc. is a leading North American distributor of cannabis and cannabis accessories, supported by a customer-centric sales team and a strong fulfillment infrastructure. As the only fully integrated cannabis distribution solution, Humble bridges the gap for retailers, licensed cannabis producers, multi-state operators, and cannabis consumers to maximize sales penetration, and increase financial performance. With over 20 years of North American operating experience, Humble has cultivated extensive vendor and customer relationships, distributing premium cannabis consumables and consumption devices. The Company is comprised of Humble+Fume / B.O.B. Headquarters Inc. , Windship Trading LLC, and Humble Cannabis Solutions.
FOR MORE INFORMATION:
Matthew MacKay, CFO
Humble & Fume, Inc.
The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
FORWARD-LOOKING INFORMATION AND STATEMENTS
This news release contains “forward-looking information” within the meaning of applicable securities laws relating to, the Company’s plans for expansion into the United States including its distribution infrastructure, the Company’s assessment of the cannabis market, and its position in it, in Canada and the United States and the State of California, the demand for cannabis in Canada and the United States and California and the expected results for brand partners of the Company. Any such forward-looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “contemplates”, “believes”, “projects”, “plans” and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the potential impact on brands that engage Humble for distribution and / or sales agency and the future of the cannabis edibles industry in Canada and the United States and California including the anticipated ongoing consumer demand, are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such forward-looking statements will occur as described herein. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances or actual results unless required by applicable law. Readers are encouraged to refer to the Company’s disclosure available on its SEDAR profile (at www.sedar.com) for information as to the risks and other factors which may affect the Company’s business objectives and strategic plans including that marijuana is illegal under U.S. federal law and that enforcement of relevant laws is a significant risk.