Lords & Company Holdings Inc

12/10/2021 LORDS & COMPANY WORLDWIDE HOLDINGS INC. AMENDS PRIVATE PLACEMENT; ANNOUNCES ANNUAL AND SPECIAL MEETING DATE

VANCOUVER, British Columbia, December 10, 2021  – Lords & Company Worldwide Holdings Inc. (formally Pac Roots Cannabis Corp.) (“Lords” or the “Company”) (CSE: LRDS) (OTCQB: PACRF) (FSE: 4XM), is announces it has amended the terms of the previously announced financing on November 7, 2021. These new terms reflect the proposed two old for one new consolidation (the “Consolidation”) announced on November 25, 2021. The non-brokered private placement of units (the “Units”) to raise gross proceeds of up to $1,000,000 (the “Offering”). The Placement will consist of the sale of up to 10,000,000 units (the “Units”) at CDN$0.10 per Unit. Each Unit will consist of one post-Consolidation common share in the capital of the Company (a “Common Share”) and one warrant (a “Warrant“). Each Warrant will entitle the holder thereof to acquire an additional Common Share at a price of $0.25 for a period of 24 months from the closing of the Offering. The Warrants will have an acceleration clause whereby if the Company’s post-Consolidation common shares trade above $0.25 for 10 consecutive trading days, the Company may at its discretion issue a press release to accelerate the expiry of the Warrants to a period of 30 days following such notice.

It is anticipated that the proceeds of the Offering will be used for the furtherance of the Company’s Cannabis Act license application, operations on its joint venture, as well as general and administrative costs and working capital.

Finder’s fees may be payable in cash of up to 8% of the cash proceeds raised and warrants to purchase 8% of the number Units sold.

The Company may close the Offering in one or more tranches Closing of the Offering is expected to occur on or about January 20, 2022 and is subject to regulatory approval, including that of the Canadian Securities Exchange. None of the securities issued in the Offering will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful

Annual Meeting

The Company is also pleased to announced that it has set down the date for its 2021 Annual General &  Special Meeting (the “AGM”) to be held on January 14, 2022 at 11:00 AM (Pacific Standard Time).  Due to the novel coronavirus (“COVID-19”) and to mitigate against any health emergency risks, the Annual & Special Meeting will be held in a virtual format as permitted by the Business Corporations Act (British Columbia). The format will provide all Shareholders an equal opportunity to participate in the Annual & Special Meeting regardless of their geographic location or health emergencies they may be facing as a result of COVID-19. Details on how to access the AGM will be provided in the management proxy materials to be distributed for the AGM which are anticipated to be mailed to shareholders on or around December 20, 2021. The record date for the AGM will be December 13, 2021. At the AGM, in addition to the customary annual items to be considered, Shareholders will be asked and if deemed advisable approve an ordinary resolution to adopt an updated set of articles for the Company, which among other things allow for the completion of the proposed Consolidation previously announced on November 25, 2021.

About Lords

Lords & Company is committed to becoming a leading manufacturer and distributor of premier cannabis and cannabinoid products across North America through cultivation, extraction, processing, marketing, and distribution. Including branded/logo apparel, catering to lifestyle, sporting, and motorcycle events. Visit lordsholdings.com 

ON BEHALF OF LORDS & COMPANY WORLDWIDE HOLDINGS INC.

(signed) “Chris Farnworth”
Chief Executive Officer 

For further information, please contact: 

Lords & Company Worldwide Holdings Inc.
https://lordsholdings.com/
Telephone: 604-609-6171

Certain statements included in this press release constitute forward-looking information or statements (collectively, “forward-looking statements”), including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, “may”, “should” and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect current expectations regarding future results or events. This press release contains forward looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties, and other factors.

Statements about the Company’s future branded lifestyle apparel are all forward-looking information.

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Factors that could cause the actual results to differ materially from those in forward-looking statements include failure to obtain a Cannabis Act license in a timely manner or at all, the continued availability of capital and financing, and general economic, market or business conditions, including the effects of COVID-19. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from those implied by such statements. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the statements will prove to be accurate or that management’s expectations or estimates of future developments, circumstances or results will materialize. The Company assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law. Readers should not place undue reliance on the Company’s forward-looking statements. 

Neither the Canadian Securities Exchange (the “CSE”) nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

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