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Adastra Holdings — Capital/Financing Update 2021
Nov 17, 2021
44131_rns_2021-11-16_c7a3d5fc-a4dd-46f9-b0c8-b882ec935393.pdf
Capital/Financing Update
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FORM 51‐102F3 MATERIAL CHANGE REPORT
Item 1. Name and Address of Company
Adastra Holdings Ltd. (the “ Company ”) 5451 – 275 Street Langley, BC V4W 3X8
Item 2. Date of Material Change
November 16, 2021
Item 3. News Release
The news release was issued and disseminated via Stockwatch and BayStreet on November 16, 2021 and filed on SEDAR at www.sedar.com.
Item 4. Summary of Material Change
The Company announced a private placement financing (the “ Financing ”) to raise gross proceeds of up to $2,500,000 through issuance of up to 2,631,578 Units (each, a “ Unit ”) at a price of $0.95 per Unit.
Item 5. Full Description of Material Change
5.1 Full Description of Material Change
Each Unit will be comprised of one common share of the Company and one transferrable common share purchase warrant (each, a “ Warrant ”). Each Warrant will entitle the holder thereof to acquire one common share of the Company (each, a “ Warrant Share ”) at a price of $1.00 per Warrant Share until 5:00 p.m. (Vancouver time) three years from the closing of the Financing.
All securities issued in connection with the Financing are subject to a statutory hold period expiring four months and one day after the closing of the Financing. The Financing is strategic and currently only offered to warrantholders holding share purchase warrants with an exercise price of $2.25 (the “ $2.25 Warrants ”). Participation in the Financing is conditional upon such warrantholders entering into a warrant cancellation agreement to cancel the $2.25 Warrants effective on the closing of the Financing.
The Company intends to use the proceeds of the Financing towards inventory and general working capital.
5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6. Reliance on subsection 7.1(2) of National Instrument 51‐102
Not applicable.
Item 7. Omitted Information
None.
Item 8. Executive Officer
Michael Forbes, President, CEO & Director (Chairman) Telephone: (778) 715‐5011
Item 9. Date of Report
November 16, 2021