Luff announces final close of equity financing


November 1, 2021 – TheNewswire – Vancouver, BC – Luff Enterprises Ltd., (VSNSX: LUFF.CN) (“LUFF“or the”Society“) is happy to announce that it has completed its previously announced non-middleman private placement by issuing 27,656,002 shares of the Company at a price of $ 0.021 per unit for total proceeds of $ 580,776 (the “Private placement“).

Each unit consists of one common share of the Company and one common share purchase warrant (each a “Unit subscription certificate“). Each unit subscription warrant will entitle its holder to acquire one common share of the Company (a “Warrant share”) At a price of $ 0.05 until 5:00 p.m. (Toronto time) on the date falling 36 months after the closing date of October 26, 2021. All securities issued under the private placement will be subject to a four-month holding period expiring February 26, 2022, in accordance with applicable securities laws. Offer is subject to final acceptance by the Canadian Securities Exchange.

The proceeds of the private placement will be used for working capital and general corporate needs. There was $ 2,955 in commissions or finder’s fees paid in shares of the company as part of the offer.

Participation in the private placement included the directors, the CEO, key employees of Luff and several long-time shareholders of the company, demonstrating strong support for the company and its management. Therefore, it is a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“IM 61-101”). The Company avails itself of the exemptions from the formal assessment and minority shareholder approval requirements available under NI 61-101. The Company is exempt from the formal valuation requirement of article 5.4 of MI 61-101 under article 5.5 (a) of MI 61-101 because the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the market capitalization of the Company. In addition, the Company is exempt from the minority shareholder approval requirement set out in section 5.6 of NI 61-101 under section 5.7 (a) of NI 61-101, as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the market capitalization of the Company. The Company did not file a material change report more than 21 days before the closing of the Private Placement, as the questions relating to the participation of the parties related to the Private Placement were only resolved during this period of 21 days. days and the Company wished to close the Private Placement. on an accelerated basis for good business reasons.

Philip Campbell, CEO of Luff Enterprises Ltd., commented: “We are very pleased with the level of support from our existing shareholders and new investors and we are very excited about the path of the company. The capital will be used to expand our online sales platform where we are seeing good traction. These funds will also support our active sales efforts in selected international markets.

About Luff Enterprises Ltd.

LUFF Brands is a CBD lifestyle company focused on providing innovative, premium quality products across the United States. Committed to herbal science, LUFF manufactures a range of carefully designed products.

The company focuses on unique formulations exploiting cannabinoids such as CBG and CBN; and reinforces them with superfood ingredients to enable people to realize the full potential of everyday life. LUFF’s scientifically formulated products are non-GMO, THC-free, third-party tested, and made only with hemp grown in the United States.

THE CANADIAN SECURITIES EXCHANGE (THE “CSE”) HAS NEITHER APPROVED OR REJECTED THE CONTENT OF THIS PRESS RELEASE. NEITHER THE CSE NOR ITS MARKET REGULATOR (AS THIS TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS COMMUNICATION.

CAUTION REGARDING FORWARD-LOOKING INFORMATION:

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as of the date of this press release. Any statement involving discussions regarding predictions, expectations, beliefs, plans, projections, goals, assumptions, future events or performance, “anticipates” or “does not anticipate”, “plan”, “budget”, “planned”, ” provides for “,” believes “,” believes “or” intends “or variations of these words and expressions or stating that certain actions, events or results” may “or” could “,” would “,” could ”Or“ could ”be considered to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements include, without limitation, the expected timing of the resumption of trading on the CSE. Forward-looking statements are necessarily based on a number of estimates and assumptions which, while believed to be reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause actual results and events. future To differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, general business, economic, competitive, political and social uncertainties. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Therefore, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Ascent assumes no obligation to update any forward-looking statements of beliefs, opinions, projections or other factors, if changed, except as required by law.

For more information:

Philip Campbell, CEO and Director

Email: [email protected]

Telephone: 250-419-7665


Carol M. Barragan

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