Blackhawk Growth Corp. entered into a financing agreement for up to $10-million. The loan facility was arranged by RiverFort Global Capital Ltd. (a United Kingdom London-based firm regulated by the Financial Conduct Authority) and funded by a regulated institutional investor. The Corporation intends to utilize the proceeds from the Credit Facility to support the Corporation’s research undertaken in Trip Pharma as well as for operational and working capital purposes of Blackhawk.
Frederick Pels, Chief Executive Officer of Blackhawk, commented: “this new Credit Facility serves as a proactive step towards continuing to strengthen Blackhawk’s balance sheet, improving our long-term financial liquidity and lowering our overall cost of capital. Teaming with RiverFort will allow us to continue growing our investment portfolio while driving returns for our stakeholders with a partner who demonstrates an understanding of the opportunity of lending to venture backed companies.”
Pursuant to the terms of the Credit Facility, Blackhawk has agreed to draw down an initial tranche of $2.5-million, with this debt maturing on November 22, 2023, with interest payable by Blackhawk in an amount equal to 10 per cent per annum on the tranche. Any subsequent advances under the loan, will be subject to interest payable at an equivalent rate, to be applied to the term between the date of the relevant advance date and the maturity date. Drawdowns of each subsequent tranche of the Credit Facility will be subject to the satisfaction of customary closing conditions involving Blackhawk and the Investor, including any required regulatory approvals.
The loan provides for 40-per-cent warrant coverage for each advance or drawdown, determined as being 40 per cent of the principal amount of the tranche divided by the Corporation’s share price at the time of the advance. The exercise price of the warrants will be set at 140 per cent of the Corporation’s share price at the time of the advance and the warrants will expire three years after the date they are granted. In connection with the initial tranche, Blackhawk has issued 1,538,461 warrants to the Investor whereby each warrant will entitle the Investor to purchase one common share of the Corporation at a price of $0.91 per share until November 22, 2024.
As part of the Credit Facility, the Investor will have the option to convert up to 100 per cent of the principal amount of the loan into shares at a fixed conversion price equal to 120 per cent of the market price of the shares at the time of the applicable drawdown. The fixed conversion price for the initial tranche is $0.78 per share. In addition, the Investor may at its option, once every 30 days, request and require that the debt represented by the interest that has been deemed to accrue on the loan be converted into shares at a price equal to 90 per cent of the last closing price of the shares on the day prior to the notice of such conversion.
Blackhawk, the Investor and RiverFort are independent and operate at arm's length from one another. The loan agreement and any warrants issued to the Investor pursuant to the loan agreement will be issued pursuant to prospectus exemptions set out in National Instrument 45-106 – Prospectus Exemptions and any shares issued upon conversion of the loan or upon exercise of the warrants will, if issued, also be issued pursuant to prospectus exemptions set out in NI 45-106 and will be subject to applicable statutory hold periods under National Instrument 45-102 – Resale of Securities.