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Aras Azadian, Setu Purohit and Kyle Langstaff Announce Positions in Avicanna Inc.

20:00 EDT 11 Jul 2019 | Globe Newswire

TORONTO, July 12, 2019 (GLOBE NEWSWIRE) -- This news release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of early warning reports regarding common shares (the "Common Shares") in the capital Avicanna Inc. (the "Issuer"), having a head office address located at MaRS Centre, West Tower, 661 University Avenue, Suite 1300, Toronto, ON, M5G 0B7.

On July 9, 2019, the Issuer filed a final long‐form prospectus (the "Prospectus") with the Ontario Securities Commission, British Columbia Securities Commission and Alberta Securities Commission. Immediately prior to and immediately after the filing of the Prospectus, the Issuer had 19,765,978 Common Shares issued and outstanding on a non‐diluted basis.

The filing of the Prospectus triggered the requirement of each of Aras Azadian, Setu Purohit and Kyle Langstaff (collectively, the "Acquirors") to file an early warning report. Immediately following the filing of the Prospectus: (i) Mr. Azadian beneficially and directly owned and controlled 2,534,107 Common Shares, representing ownership of approximately 12.82% of the issued and outstanding Common Shares of the Issuer on a non-diluted and partially diluted basis; (ii) Mr. Purohit beneficially and directly owned and controlled 2,570,952 Common Shares, representing ownership of approximately 13.01% of the issued and outstanding Common Shares of the Issuer on a non-diluted and partially diluted basis; and (iii) Mr. Langstaff beneficially and directly owned and controlled 2,418,333 Common Shares, representing ownership of approximately 12.23% of the issued and outstanding Common Shares of the Issuer on a non-diluted and partially diluted basis.

Mr. Azadian acquired 2,168,334 Common Shares on November 26, 2016 at a price of $0.00001 per Common Share, for an aggregate purchase price of $21.68. On October 31, 2017, Mr. Azadian acquired ownership of 59,523 Common Shares at a price of $0.70 per Common Share, for an aggregate purchase price of $41,666.10. On January 31, 2018, Mr. Azadian acquired 6,250 Common Shares at a price of $2.00 per Common Share, for an aggregate purchase price of $12,500.00. On January 14, 2019, Mr. Azadian acquired 300,000 Common Shares at a price of $0.10 per Common Share (on the exercise of previously issued warrants), for an aggregate purchase price of $30,000.00.

Mr. Langstaff acquired 2,168,333 Common Shares on November 26, 2016 at a price of $0.00001 per Common Share, for an aggregate purchase price of $21.68. On June 1, 2017, Mr. Langstaff acquired ownership of 100,000 Common Shares at a price of $0.70 per Common Share, for an aggregate purchase price of $70,000.00. On January 14, 2019, Mr. Langstaff acquired 150,000 Common Shares at a price of $0.10 per Common Share (on the exercise of previously issued warrants), for an aggregate purchase price of $15,000.00.

Mr. Purohit acquired 2,168,333 Common Shares on November 26, 2016 at a price of $0.00001 per Common Share, for an aggregate purchase price of $21.68. On June 1, 2017, Mr. Purohit acquired ownership of 100,000 Common Shares at a price of $0.70 per Common Share, for an aggregate purchase price of $70,000. On October 31, 2017, Mr. Purohit acquired ownership of 47,619 Common Shares at a price of $0.70 per Common Share, for an aggregate purchase price of $33,333.30. On January 31, 2018, Mr. Purohit acquired 5,000 Common Shares at a price of $2.00 per Common Share, for an aggregate purchase price of $10,000. On January 15, 2019, Mr. Purohit acquired 100,000 Common Shares at a price of $0.10 per Common Share (on the exercise of previously issued warrants), for an aggregate purchase price of $10,000.00. On April 15, 2019, Mr. Purohit acquired 150,000 Common Shares at a price of $0.10 per Common Share (on the exercise of previously issued warrants), for an aggregate purchase price of $15,000.00.

Each of the Acquirors acquired the Common Shares for investment purposes. The Acquirors have a long‐term view of the investments and may acquire additional securities or dispose of securities either on the open market or through private acquisitions in the future depending on market conditions, reformulation of plans and/or other relevant factors and subject to applicable securities laws. Subject to the terms of the Lock-Up Agreements (as defined below), the Acquirors may, from time to time and at any time, acquire additional Common Shares and/or other equity, debt or other securities or instruments of the Issuer in the open market or otherwise, and reserve the right to dispose of any or all of the Common Shares in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Common Shares, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors, including compliance with applicable securities laws.

All of the Common Shares beneficially and directly owned and controlled by the Acquirors are subject to the terms of lock-up agreements dated July 8, 2019 (collectively, the "Lock-Up Agreements"). Pursuant to the terms of the Lock-Up Agreements, the Acquirors are restricted in their ability to sell, transfer or pledge, or otherwise dispose of or transfer the economic consequences of securities of the Issuer held by such parties for a period of 39 months following the date the Common Shares become listed on a recognized Canadian exchange (the "Listing Date") where 10% of such securities will be released from the Lock-Up Agreements on the date that is three months following the Listing Date with the remaining securities released in six equal tranches of 15% every six months following the first release until all such securities are released. In the event that the Common Shares do not become listed on a recognized Canadian exchange by August 1, 2019, all securities subject to such Lock-Up Agreements will be released immediately.

A copy of the early warning reports describing the above transaction is available on SEDAR at www.sedar.com under the profile for the Issuer.

For further information, including a copy of the early warning reports required under applicable Canadian securities laws to be filed by the Acquirors as a result of the transaction referred to in this press release, please contact Setu Purohit at 480 University Avenue, Suite 1502 Toronto, M5G 1V2; Phone: (647) 243-5283.

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