Herbal Dispatch Announces Closing Of Oversubscribed Equity Private Placement
Herbal Dispatch Announces Closing Of Oversubscribed Equity Private Placement
Vancouver, B.C. – Herbal Dispatch Inc. (CSE: HERB) (“Herbal Dispatch” or the “Company”) is pleased to announce that in furtherance to its news releases issued on July 29, August 28, and September 3, 2025, the Company has closed its oversubscribed non-brokered private placement (the “Private Placement”), with the sale of 41,564,220 units (each a “Unit”) at a price of CAD$0.05 per Unit, for aggregate subscription proceeds of CAD$2,078,211.
Each Unit subscribed for under the Private Placement consisted of one common share (“Common Share”), and one-half Common Share purchase warrant (each full Common Share purchase warrant, a “Warrant”), with each Warrant transferable and exercisable for one Common Share at a price of $0.08 per Common Share for a period of 24 months from the date of issuance.
The net proceeds from the Private Placement will be strategically allocated to enhance the Company's operational resilience and fuel long-term growth. This includes investments in premium inventory to accelerate export sales into high-margin international markets; strengthening supplier relationships to ensure a reliable supply chain; and expanding the business in domestic markets. These allocations will fortify the balance sheet and position Herbal Dispatch for scalable profitability and sustained value creation for shareholders.
“We are thrilled with the strong investor support demonstrated by this oversubscribed private placement, which underscores confidence in our growth trajectory, especially during challenging market conditions,” Philip Campbell, CEO of Herbal Dispatch, commented. “These funds will enable us to accelerate our export initiatives and strengthen our operational foundation, positioning the Company for sustained success in the domestic and export cannabis markets.”
The securities issued under the Private Placement are subject to a statutory hold period of four months and one day from the date of issuance pursuant to applicable Canadian securities laws.
In connection with the closing of the Private Placement, the Company incurred finder's fees to qualified arm’s length finders (the “Finders”) as follows: (a) an aggregate cash payment of CAD$103,495; and (b) the issuance of 599,900 Warrants. Such finder’s fees were paid only to Finders who executed finder’s fee agreements with the Company and who successfully introduced investors that participated in the Private Placement. Related Party Transaction
Private Placement – Insider Participation
In connection with the Private Placement, Roderick W. Law Corporation, a company controlled and operated by Roderick Kirkham, Corporate Secretary of the Company, Drew Malcolm, a director of the Company, EPC Holdings Ltd., a company controlled by Philip Campbell, a director and the Chief Executive Officer of the Company, and ADH Holdings Ltd., a company controlled by Herb Dhaliwal, a director of the Company and the Chairman of the Board of Directors of the Company, subscribed for an aggregate of 6,814,420 Units, representing approximately 16.39% of the total Units permitted to be subscribed for under the Private Placement.
As insiders, each of Messrs. Kirkham, Malcolm, Campbell, and Dhaliwal, are a “related party” of the Company as such term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Accordingly, the Private Placement is a related party transaction pursuant to MI 61-101. Under Sections 5.4 and 5.6 of MI 61-101, the Company is required to obtain a formal valuation and minority shareholder approval, respectively, for the Private Placement unless exemptions are available.
The Company is relying upon exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a), respectively, Fair Market Value Not More Than 25 Per Cent of Market Capitalization, on the basis that at the time the Private Placement was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Private Placement, insofar as it involves interested parties, exceeds 25 per cent of the Company's market capitalization.
The Board of Directors of the Company has unanimously approved the Private Placement and no materially contrary view, or abstention was expressed or made by any director in relation to the Private Placement.
The Company did not file a material change report in respect of the “related parties” participation in the Private Placement at least 21 days before closing of the Private Placement as the participation of the “related parties” was not determined at that time.
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