Kelowna, British Columbia–(Newsfile Corp. – October 28, 2019) – Citation Growth Corp. (CSE: CGRO) (OTCQX: CGOTF) (“Citation” or the “Company”), a licensed cannabis cultivator and producer, announces that management of the Company and the debenture holders represented by Tim Johnson of Vernon, British Columbia, worked diligently over the last week to reach an agreement to amend the terms of the Convertible Debentures in the principal amount of $2.6 million which matured on October 23, 2019 (the “Debentures”). The Debentures are unsecured, bear interest at 10% per annum and are convertible into units of the Company at a price of $0.80 per unit. Each unit consists of one common share and one warrant exercisable at $2.00 per share until October 23, 2019.

The parties agreed to amend the Debentures on the following terms:

  1. The maturity date will be extended from October 23, 2019 to October 23, 2020;
  2. All accrued and unpaid interest will be paid in common shares of the Company at market price on the date of issuance. Such shares will be subject to a four month
  3. plus 1 day hold period; The conversion price will be reduced from $0.80 to $0.70 per unit subject to accelerated maturity if the Company’s common shares trade above $1.05 per share for ten consecutive trading days;
  4. The warrant exercise price will be reduced from $2.00 to $1.25 per share for a period of eighteen months expiring April 23, 2021, subject to acceleration if the Company’s common shares trade above $1.88 per share for ten consecutive trading days; and
  5. As an act of good faith, Howard Misle, CEO, agreed to personally pay the Debenture holders $260,000 or 10% of the principal amount outstanding in shares when he receives his performance bonus shares.

All other terms of the Debentures remain the same.

Pursuant to the terms of the Debentures, the amendment is subject to the Company receiving written consents of at least 66.67% of the Debenture holders.

Howard Misle, CEO, stated, “I would like to thank Mr. Johnson for his time and cooperation this past week and our Debenture holders for their continued support. Our ability to come to terms resulted in a positive outcome for the Company and I look forward to conducting more business with Mr. Johnson and his associates in the future.”

Tim Johnson, Debenture holder, commented, “Mr. Misle invited me and my wife to tour both the Pahrump and Apex growing facilities in Nevada last week. We were very impressed by the motivated staff members, the clean and well organized growing operations and the level of progress they have achieved. The real hidden gem in this deal is the hard driving task master, Howard Misle. We left our meeting with him feeling even more confident in our vested position.”

Rahim Mohamed added, “Management of Citation is extremely pleased with the overall outcome and we now can all go back to focusing on building the Company and increasing shareholder value.”

About Citation Growth Corp.

Citation Growth Corp. is a publicly traded company that has been investing in the medical and recreational cannabis space since 2014. Citation has rapidly expanded its operating portfolio to include cultivation, production, and dispensary locations in key North American state-legal jurisdictions and is seeking expansion opportunities worldwide.

Citation Growth Corp. is a publicly traded company that has been investing in the medical and recreational cannabis space since 2014. Citation has rapidly expanded its operating portfolio to include cultivation, production, and dispensary locations in key North American state-legal jurisdictions and is seeking expansion opportunities worldwide.

For Further Information:

Rahim Mohamed, President
RM@citationgrowth.com
1-877-438-5448 Extension 718

Paul Searle, Corporate Communications
1-877-438-5448 Extension 714
psearle@citationgrowth.com

www.citationgrowth.com

Stock Exchanges:

Citation trades in Canada, under the ticker symbol “CGRO” on the CSE, and in the U.S., under the ticker symbol “CGOTF” on the OTCQX Best Market (the “OTCQX”). The Company also trades on other recognized platforms in Europe including Frankfurt, Stuttgart, Tradegate, L & S, Quotnx, Dusseldorf, Munich, and Berlin.

Neither the CSE nor its Regulation Services Provider, nor the OTCQX has approved nor disapproved the contents of this press release. Neither the CSE, nor the OTCQX accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements:

This news release contains forward-looking statements that relate to our current expectations and views of future events. These statements relate to future events or future performance. Statements which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future including words or phrases such as “anticipate”, “become”, “objective”, “may”, “will”, “might”, “should”, “could”, “can”, “intend”, “expect”, “believe”, “estimate”, “predict”, “potential”, “plan”, “is designed to”, “project”, “continue”, or similar expressions suggest future outcomes or the negative thereof or similar variations. Forward-looking statements may also include, among other things, statements about the Company’s: future business strategy; operations and growth strategies; expectations of obtaining licenses and permits; expectations regarding expenses, sales and operations; future customer concentration; anticipated cash needs and estimates regarding capital requirements and the need for additional financing; ability to raise future financing; completion of all proposed site phases; the ability to expand into other states; expectations of operational efficiencies; total processing capacity; the ability to anticipate the future needs of customers; plans for future products and enhancements of existing products; future growth strategy and growth rate; future intellectual property; regulatory approvals and other matters; and anticipated trends and challenges in the markets in which the Company may operate.

Such forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: business, economic and capital market conditions; the ability to manage the Company’s operating expenses, which may adversely affect the Company’s financial condition; the Company’s ability to remain competitive; regulatory uncertainties; market conditions and the demand and pricing for our products; exchange rate fluctuations; security threats; the Company’s relationships with its customers, distributors and business partners; the Company’s ability to attract, retain and motivate qualified personnel; industry competition; the impact of technology changes on the Company’s products and industry; the Company’s ability to successfully maintain and enforce its intellectual property rights and defend third-party claims of infringement of their intellectual property rights; the impact of litigation that could materially and adversely affect our business; the Company’s ability to manage its working capital; and the Company’s dependence on key personnel. The Company is not a positive cash flow company and it may not actually achieve its plans, projections, or expectations (the Company has a history of losses).

Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this news release.

Not an Offer or Solicitation:

This press release is not an offer of the Company’s securities for sale in the U.S. The securities may not be offered or sold in the U.S. absent registration or an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Company will not make any public offering of its securities in the U.S. The Company’s securities have not been and will not be registered under the U.S.

Securities Act.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW

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