(TheNewswire)
Vancouver, British Columbia – TheNewswire - October 28 , 2022 – Blackhawk Growth Corp.(CSE:BLR ) ; ( Frankfurt:0JJ) (the “ Corporation ” or“ Blackhawk ”), is pleased to announce that it has reached an agreementwith RiverFort Global Opportunities PCC Ltd. (“ RiverFort ”) toreprofile its existing financing agreement. The Corporationpreviously reached an agreement with RiverFort to provide aconvertible loan facility (the “ Loan Facility ”) inthe principal amount of $10,000,000, from which the Corporation drewdown $2,500,000 on November 22, 2021. The Corporation utilized theproceeds from the drawdown to support its wholly-owned subsidiariesand finance the phase 2 clinical trials for MindBio Therapeutics Pty.Ltd. (“ MindBio ”).
The original drawdown under the Loan Facility wasscheduled to mature on November 22, 2023, with interest payable at tenpercent per annum, and was repayable through twenty monthly paymentsof $150,000 commencing on April 22, 2022. RiverFort has now agreed toreprofile the outstanding amount of the Loan Facility such that it isnow repayable through twenty monthly payments of $105,000 commencingon December 1, 2022 and maturing on July 1, 2024. In considerationfor the reprofiling, the Corporation has agreed to pay a one-timereprofiling fee of $157,500 on maturity of the Loan Facility, issue toRiverFort 256,410 common shares in settlement of outstandingindebtedness of $200,000 owing under the Loan Facility (the“ SettlementShares ”), reimburse RiverFort for legalexpenses incurred in connection with the reprofiling, issue 840,000common share purchase warrants to RiverFort exercisable to acquire anequivalent number of common shares at a price of $0.126 for a periodof thirty-six months (“ Settlement Warrants ”) and pledge as securityan existing intercompany loan facility owing by MindBio to theCorporation in the principal amount of $1,900,000. In addition, theLoan Facility will continue to be secured by a guarantee of TripPharma Inc., a wholly-owned subsidiary of the Corporation.
Pursuant to the Loan Facility, RiverFort will have theoption to convert the outstanding amount of the Loan Facility intocommon shares at a fixed conversion price equal to the lesser of $0.08 pershare and the price of anyfuture equity financing completed by Blackhawk .
Concurrently with thereprofiling of the Loan Facility, Blackhawk has entered into a standbyequity distribution agreement (the “ SEDA Facility ”)with RiverFort pursuant to which RiverFort has agreed to invest up to$2,000,000 in Blackhawk. Blackhawk is permitted to draw-down anyportion of the SEDA Facility, at its option, provided that no lessthan one-half of the proceeds from any draw-down are directed towardsrepayment of the Loan Facility. Upon any draw-down of the SEDAFacility, the draw-down amount will be immediately settled through theissuance of common shares of Blackhawk (the “ SEDA Shares ”) at aprice equivalent to ninety-five percent of the volume weighted averageprice of the common shares at the time of the draw-down. Anydraw-downs under the SEDA Facility are conditional upon theCorporation arranging for RiverFort to exchange the SEDA Shares for anequivalent amount of free-trading common shares held by athird-party.
In consideration for the SEDA Facility, the Corporationhas agreed to issue RiverFort 1,250,000 common shares, at a deemedprice of $0.08 per share, and 6,239,647 common share purchase warrantsexercisable to acquire an equivalent number of common shares at aprice of $0.08 per share for a period of thirty-six months. Allsecurities issued to RiverFort pursuant to the SEDA Facility will besubject to a four-month-and-one-day statutory hold period inaccordance with applicable securities laws.
The Corporation and RiverFort are independent andoperate at arm's length from one another. Reprofiling of the LoanFacility remains subject to a number of conditions, all of which mustbe satisfied within forty-five days and which include: receipt of anyrequired approvals of the Canadian Securities Exchange, issuance ofthe Settlement Shares and SettlementWarrants to RiverFort, and payment to RiverFort of $500,000 to beapplied against the outstanding principal amount of the Loan Facility. In the event the conditions are not satisfied within forty-five daysthe Loan Facility will revert to its original terms.
About Blackhawk Growth
Blackhawk is an investment holding company looking tocreate substantial value for its shareholders through the acquisitionand development of high growth companies. It has focused itsinvestments in the health, cannabis and cannabidiol industries in bothCanada and the United States. Its portfolio of companies includes SacPharma, Spaced Food, NuWave Foods, and MindBio Therapeutics. Blackhawk continues to bring its investments tocash flow and is growing at an exceeding pace.
The Corporation diligently posts updates through videosfrom the official Blackhawk YouTube channel https://www.youtube.com/channel/UCs4f2tt3yAvOGhNLjgNOy-A
Please join the conversation on our Blackhawk groupsupporter’s telegram group at https://t.me/Blackhawkgrowthcorp and visit us online at https://www.blackhawkgrowth.com .
For further information please contact:
Frederick Pels, Chief ExecutiveOfficer
(403)-991-7737
fred@ blackhawkgrowth.com
Cautionary NoteRegarding Forward-Looking Statement
All statements in this pressrelease, other than statements of historical fact, are “forward-looking information”with respect to the Corporation within the meaning of applicablesecurities laws, including with respect to the intended use ofproceeds from the SEDA Facility. The Corporation providesforward-looking statements for the purpose of conveying informationabout current expectations and plans relating to the future andreaders are cautioned that such statements may not be appropriate forother purposes. By its nature, this information is subject to inherentrisks and uncertainties that may be general or specific and which giverise to the possibility that expectations, forecasts, predictions,projections or conclusions will not prove to be accurate, thatassumptions may not be correct and that objectives, strategic goalsand priorities will not be achieved. These risks and uncertaintiesinclude but are not limited those identified and reported in theCorporation’s public filings under the Corporation’s SEDAR profileat www.sedar.com. Although the Corporation has attempted to identifyimportant factors that could cause actual actions, events or resultsto differ materially from those described in forward-lookinginformation, there may be other factors that cause actions, events or results notto be as anticipated, estimated or intended. There can be no assurancethat such information will prove to be accurate as actual results andfuture events could differ materially from those anticipated in suchstatements. The Corporation disclaims any intention or obligation toupdate or revise any forward-looking information, whether as a resultof new information, future events or otherwise unless required bylaw.
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