BYND Cannasoft to apply to list on Nasdaq

2021-09-03 17:49 ET - News Release

Mr. Ben Yaackov reports

BYND CANNASOFT ENTERPRISES INC. EXPLORES POSSIBLE NASDAQ LISTING AND ANNOUNCES $2,500,000 NON-BROKERED PRIVATE PLACEMENT FINANCING

BYND Cannasoft Enterprises Inc. has begun the process of applying to list its common shares for trading on the Nasdaq Capital Market.

In connection with the proposed Nasdaq listing, the company has engaged United States legal counsel to provide advice on U.S. securities law matters and to assist with the preparation and filing of a Form 20-F registration statement with the U.S. Securities and Exchange Commission. The company estimates that if successful, the Nasdaq listing process will take approximately six months to complete. Readers are cautioned that the company has not yet submitted its formal application for the Nasdaq listing and there is no guarantee that the Nasdaq listing will be approved.

In connection with the proposed Nasdaq listing, the company has negotiated a private placement financing with a single high-net-worth investor, Agroinvestment SA, which will see the company issue 2,403,846 common shares at an issue price of $1.04 per share as well as 400,000 non-transferable share purchase warrants to the investor in exchange for $2.5-million of gross proceeds. Each BYND warrant will entitle the investor to acquire one additional common share of BYND, at a price of $1.30 per share, for a period of two years. All of the BYND shares, BYND warrants and any shares issuable upon exercise of the BYND warrants, will be subject to a four-month hold period calculated from the closing of the private placement.

Pending completion of the Nasdaq listing, the company has agreed to loan the $2.5-million of private placement proceeds back to the investor and the investor has agreed to deposit the BYND shares and BYND warrants into escrow with Pershing LLC as security for the investor loan. Upon successful completion of the Nasdaq listing, the entire investor loan amount will immediately become due and repayable to the company, without interest and if repaid when due the BYND shares and BYND warrants will be released to the investor and the investor will acquire a right to nominate one person for election to serve on BYND's board.

If the investor loan is not repaid when due or if the Nasdaq listing has not otherwise occurred by April 30, 2022, the escrow agent will return the BYND shares and BYND warrants to BYND, for cancellation and the investor loan will be forgiven.

Closing of the private placement and the investor loan transaction is subject to a number of conditions for the benefit of each party, including applicable regulatory approvals and in the case of BYND, board approval.

Yftah Ben Yaackov, the BYND's chief executive officer, noted that: "We are realizing the company's vision. The possibility of listing on the Nasdaq Capital Market along with the latest financing will help us realize and accelerate the strategic plan to expand the company's activities in Israel and abroad, while creating real value for our shareholders."

About BYND Cannasoft Enterprises Inc.

BYND is an integrated software/cannabis company, based in Israel.

CRM (customer relationship management) software

BYND owns and markets a proprietary customer relationship management (CRM) software product, known as Benefit CRM. BYND's Benefit CRM software enables small and medium-sized businesses to optimize their day-to-day business activities such as sales management, personnel management, marketing, call centre activities and asset management. BYND's next-generation Benefit CRM platform is nearing completion and will be ready for BETA testing shortly.

Cannabis CRM

Building on its 20 years of experience in CRM software, BYND has recently begun development of an innovative new CRM platform, designed specifically to serve the needs of the medical cannabis industry. This new platform will be the first of its kind for the medical cannabis field and the company is confident it will transform the industry into a more organized, accessible and price-transparent market. Data and information collected through the operation of the cannabis farm and the products it produces will allow BYND to test its new cannabis CRM platform and adjust the platform as necessary. Additionally, operating the cannabis farm and selling medical cannabis will bring in additional revenue to further support BYND during the initial rollout years of its cannabis CRM platform.

Cannabis farm

BYND has recently obtained a primary growing licence for growing medical cannabis in Israel and intends to construct a 3.7-acre farm facility near Ashkelon, Israel, to grow medical cannabis. The company's plans include the construction of four state-of-the-art greenhouses, housing approximately 2.5 acres of total growing area. BYND estimates that, once fully operational, its cannabis farm facility will be able to produce 7,500 kilograms of raw cannabis each year. BYND also intends to work with strategic partners to develop and market new, proprietary cannabis infused products for sale throughout Israel and for export.

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