California Cannabis Business Gaby Raises C$12.5 Million

GABY Inc. Announces Closing of Financing it has closed its previously announced brokered private placement of subscription receipts of the Company (the “Brokered Private Placement”) led by Mackie Research Capital Corporation (the “Lead Agent”) together with its non-brokered private placement of units of the Company (the “Non-Brokered Private Placement”) for aggregate gross proceeds of C$12.5 Million as it marches Toward Completing Its Acquisition of Mankind Dispensary

SANTA ROSA, CA / ACCESSWIRE / February 4, 2021 / GABY Inc. (“GABY” or the “Company”) (CSE: GABY)(OTCQB:GABLF), a California based cannabis consumer products company and soon to be cannabis retailer, is pleased to announce. Proceeds from the brokered placement that is private the Non-brokered personal positioning (together, the “Private Placement”) will likely to be utilized to invest in the formerly established merger (the “Merger”) with Miramar pro Services (“Miramar”), which runs the Mankind Dispensary (“Mankind”), among the earliest certified dispensaries in Ca, plus the pro forma company plan for the business as well as for basic business purposes.

The Business can also be very happy to announce the completion that is satisfactory of audit of Miramar, which was a condition precedent to the completion of the Merger.

The closing of our Private Placement and the completion of the audit takes us a step that is significant to your expansion to the cannabis retail channel.

Margot Micallef, Founder, President and ceo of GABY

Mankind is among the most widely known cannabis store brands in Ca, with a history that is strong in San Diego. I cannot think of a better foundation for our expansion that is retail strategy this dispensary and also this administration group.

“Given Margot’s past that is extensive in retail consolidation, moving into retail ownership is a logical next step for GABY. I am pleased to invest into Margot’s vision of establishing GABY as a cannabis that is dominant in Ca” said Marc Lustig, a very effective cannabis business owner plus the creator and previous CEO of Origin home, that has been offered to Cresco laboratories in January of 2020.

The actions to finishing the Merger with Miramar range from the execution a transaction that is definitive (the “Definitive Agreement”), the approval of the Canadian Securities Exchange (the “CSE”) to list the Company’s common shares (“GABY Shares”) that will be issued pursuant to the Merger and the approval of shareholders of GABY. Shareholders holding not less than 50% plus one of the issued and GABY that is outstanding Shares approve the Merger by method of penned resolution. GABY has gotten verification of help for the Merger from investors keeping significantly more than 50% of this released and GABY that is outstanding Shares. GABY intends to submit all requisite filings with the CSE in due course, including a listing statement in respect of the Merger. Further details will be provided execution that is following of Definitive Agreement.

Pursuant The Company has issued 172,929,123 subscription receipts of the Company (“Subscription Receipts”) at a price of C$0.05 per Subscription Receipt

Each Subscription Receipt represents the right to receive, without payment of additional consideration or further action on the part of the holder thereof, one unit of the Company (each, a “Unit”) upon the later of: (i) the satisfaction of certain Escrow Release Conditions (as defined below); and (ii) the date that is the earlier of: (A) June 5, 2021; and (B) the second business day following the filing of a Qualifying Prospectus (as defined below).

Each to the brokered Private Placement Unit shall contain: (i) one GABY Share; and (ii) and something GABY Share purchase warrant (each, a “Warrant”). Each Warrant will entitle the owner to acquire a GABY Share at a workout cost of C$0.09, at any moment as much as 24 months after the date of issuance; provided if, at any moment ahead of the expiry date of this Warrants, the volume weighted trading that is average of the Common Shares on the CSE, or other principal exchange on which the GABY Shares are listed, is greater than C$0.18 for 5 consecutive trading days, the Company may, within 10 business days of the occurrence of such event, deliver a notice to the holders of Warrants (the “Acceleration Right”) accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice (the “Accelerated Exercise Period”). Any warrants that are unexercised immediately expire at the conclusion of this Accelerated Workout Period.The Business use its efforts that are commercially reasonable obtain a receipt from the Alberta Securities Commission, on behalf of the applicable provincial securities regulatory authorities, for a (final) prospectus (the “Qualifying Prospectus”) qualifying the distribution of the GABY Shares and Warrants underlying the Units issuable upon conversion of the Subscription Receipts and the GABY Shares and Warrants underlying the compensation warrants issuable to the Agents.The gross proceeds from the placement that is private less the expenses for the Agents and a percentage of this commissions pursuant to your personal positioning, are held in escrow with an escrow representative (the “Escrow Agent”) pending the satisfaction of specific Escrow Release circumstances. If all conditions precedent towards the Escrow Release circumstances are pleased on or before might 5, 2021, the internet profits, less the cash that is outstanding and any outstanding costs and expenses of the Agents to be released to the Agents out of the escrowed proceeds, from the sale of the Subscription Receipts will be released from escrow to GABY. Then the purchase price for the Subscription Receipts will be returned to subscribers, together with a pro rata portion of interest earned on the escrowed funds, if any.

The “

Escrow Release Conditions
” are set forth in the subscription receipt agreement among the Company, the Escrow Agent and the Lead Agent, on behalf of the Agents, and include: (i) the Definitive Agreement shall have been entered into; (ii) all conditions precedent, undertakings, and other matters to be satisfied, completed and otherwise met at or prior to the completion of the Merger (other than delivery of standard closing documentation) have been satisfied or waived in accordance with the terms of the Definitive Agreement (any such waiver to be consented to by the Lead Agent in writing, acting reasonably); (iii) there have been no material amendments or material waivers of the terms and conditions of the Definitive Agreement which have not been approved by the Agents; and (iv) receipt by the Company of all necessary regulatory and other approvals regarding the Brokered Private Placement and the Merger.
Pursuant to the Non-Brokered Private Placement, the Company has issued 84,140,411 Units if the Merger is not completed on or before May 5, 2021 (or such later date as the Lead Agent may consent in writing), or is terminated at an earlier time. Each device is comprised of: (i) one GABY Share; and (ii) and something Warrant. Each Warrant entitles the owner to acquire a GABY Share at a workout cost of C$0.09, at any right time up to 24 months following the date of issuance, subject to the Acceleration Right.
All securities issued in connection with the placement that is private at the mercy of a four thirty days and something time hold period through the date of the news release relative to relevant securities guidelines.
About GABY

Based in Sonoma County California, GABY is a cannabis customer products business with proprietary cannabis brands offered in over 200 dispensaries throughout Ca. GABY has a majority that is significant of supply channel including, manufacturing, distribution, and soon – retail. GABY’s asset that is strong coupled with a management group made up of highly trained and effective retail business owners along side pioneers in Ca cannabis establishes a very good foundation from where GABY continues to aggressively develop its brand name profile and dispensary impact across California.
GABY’s shares trade regarding the CSE beneath the symbol “GABY” as well as on the OTCQB beneath the symbol “GABLF”. To learn more about GABY, check out www.GABYInc.com.

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