Vancouver, BC — April 12, 2019 — Next Green Wave Holdings Inc. (CSE: NGW) (OTCQB: NXGWF) (“Next Green Wave”, “NGW” or the “Company”) announces the issuance of common shares in lieu of cash, in the capital of Next Green Wave (the “Shares” and each, a “Share”) as a final payment to the general contractor for mutually agreed upon completion milestones pertaining to the construction of NGW’s production facility.
The Company entered into a debt settlement agreement dated April 11, 2019 (the “Debt Settlement Agreement”) with an arm’s length California-based construction company (the “Contractor”) that was contracted by the Company’s wholly-owned subsidiary, Next Green Wave, LLC (“NGW LLC”), to build the Facility (the “Project”). Pursuant to the Debt Settlement Agreement, the Contractor agreed to accept Shares for past services provided to NGW LLC totaling US$773,800, by the issuance of a total of 1,884,317 Shares at a deemed price of CAD$0.55 per Share (the “Payment Shares”). Management of Next Green Wave determined it was best to satisfy this outstanding indebtedness by the issuance of Shares to preserve its cash for operations.
The Payment Shares are subject to a hold period of four (4) months and a day from the date of issuance.
The Payment Shares are subject to a contractual escrow and are to be released and transferred to the Contractor in accordance with, among other things, the following release schedule:
- 942,158 Payment Shares on the date the parties conduct a preliminary inspection of the Facility to identify any material deficiencies in the Facility (the “Deficiencies”); and
- 942,159 Payment Shares on a date that is no more than 91 days following the date the Contractor corrects all Deficiencies and subject to the Company issuing a final written acceptance to the Contractor acknowledging the Contractor’s satisfactory completion of the Project.
The Company is relying on exemptions from the prospectus requirements found in section 2.14 of National Instrument 45-106 – Prospectus Exemptions and applicable securities laws to issue the Payment Shares to the Contractor. The Payment Shares are subject to Canadian regulatory resale restrictions and have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. In addition, the Payment Shares are “restricted securities” as defined under Rule 144(a)(3) of the U.S. Securities Act and will contain the appropriate restrictive legend as required under Rule 904 of Regulation S of the U.S. Securities Act or such other applicable exemption thereunder, and under other applicable state securities laws.
ABOUT NEXT GREEN WAVE HOLDINGS INC.
Next Green Wave is a vertically integrated seed-to-consumer premium medicinal and recreational cannabis company operating in California, one of the world’s largest cannabis markets. The Company’s central operations are in the city of Coalinga which is located between two major markets of San Francisco and Los Angeles and has been awarded licenses for nursery, cultivation, extraction, and distribution. Next Green Wave is led by an experienced management team with a focus on international brand development. The Company currently owns over 15 acres of cannabis-zoned development land.
On behalf of the Board,
For information relating to Next Green Wave or the contents of this News Release please contact Caroline Klukowski (VP Corporate Development) at 778.589.2848 or [email protected] , or refer to the Company’s documents that are filed electronically from time to time on SEDAR (www.sedar.com).
Next Green Wave Forward Looking Statements
This press release contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are “forward-looking statements.” Forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. Such risks and uncertainties include, among others, the risk factors included in the preliminary prospectus, including without limitation dependence on obtaining and maintaining regulatory approvals, including acquiring and renewing state, local or other licenses and any inability to obtain all necessary governmental approvals licenses and permits to complete construction of its proposed facilities in a timely manner; engaging in activities which currently are illegal under US federal law and the uncertainty of existing protection from U.S. federal or other prosecution; regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, particularly in California, due to inconsistent public opinion, perception of the medical-use and adult-use marijuana industry, bureaucratic delays or inefficiencies or any other reasons; any other factors or developments which may hinder market growth; NGW’s limited operating history and lack of historical profits; reliance on management; NGW’s requirements for additional financing, and the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and the need to secure and maintain corporate alliances and partnerships, including with customers and suppliers. Readers are encouraged to the review the section titled “Risk Factors” in NGW’s preliminary prospectus. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. Although NGW has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. NGW no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.