Voyageur Pharmaceuticals Ltd. Announces up to $600,000 Private Placement
(TheNewswire)
Calgary, Alberta – TheNewswire - December 9th, 2020 –
Voyageur Pharmaceuticals
Ltd. (TSXV:VM) (OTC:VYYRF) (the "Company"
or "Voyageur") is pleased to announce
a proposed private placement of up to $600,000 of units (the
"Offering"). The units shall be comprised of either: (i) one
common share priced at $0.05 per unit and one common share purchase
warrant of the Company, exercisable at $0.10 for two years from the
closing date, and /or (ii) one Common Share issued on a flow-through
basis pursuant to the Income
Tax Act (Canada) priced at $0.05, and one half
(1/2) (non-flow through) purchase warrant exercisable at $0.12 for two
years from closing. The Warrants pursuant to the Offering will contain
an acceleration clause such that the expiry date for the Warrants and
Unit Warrants may be accelerated at the Company's discretion upon the
Common Shares trading at or above $0.15 per share for a period of ten
consecutive trading days. If the Company elects to trigger the
acceleration clause, the Warrants and Unit Warrants must be exercised
within thirty days from receipt of notice from the Company that the
acceleration clause has been triggered.
The net proceeds received by Voyageur from the Offering will be used
to advance the Frances Creek barium sulfate project. Approximately
$300,000 will be used to update the NI 43-101 report and completion of
the preliminary economic assessment and pre-feasibility study.
Approximately $150,000 will be used to progress Health Canada and
begin FDA drug applications and the remaining $150,000 will be
allocated to planning for production startup, and bulk sample planning
and other general corporate purposes.
The selling jurisdictions for the Offering are expected to be the
provinces of Alberta, Saskatchewan, Manitoba, British Columbia,
Ontario and Quebec. The Common Units and Flow-Through Units will be
sold on a private placement basis pursuant to ASC Rule 45-516
Prospectus Exemptions for Retail Investors and Existing Security
Holders through an investment dealer (the "Dealers
Exemption") and to existing shareholders (the "Existing
Shareholder Exemption"), and the "Accredited Investor"
exemption contained in National Instrument 45-106 and certain other
available exemptions. The Offering is being offered to all of the
existing shareholders of Voyageur who are permitted to subscribe
pursuant to the Existing Shareholder Exemption. As the Company is relying on the Dealers Exemption, it confirms that
there is no material fact or material change related to the Company
which has not been generally disclosed. The
Common Shares may also be placed privately in the United States with
certain qualified buyers.
Tranches may be closed at various times with the offering being open to January 31, 2021 or such other date or dates as the Company determines and one or more closings are expected to occur prior to final closing date. Commissions to qualified finder’s will consist of 8% cash and 8% broker/finder’s warrants.
Unless the Company determines to increase the gross proceeds of the Offering, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $600,000, the Common Units and Flow-Through Units will be allocated pro rata among all subscribers qualifying under all available exemptions. The split of the Offering between the equity Common Units and Flow-Through shares, plus the ½ non-flow through warrant, will be at the discretion of the Company.
Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of the TSX Venture Exchange. The securities issued will be subject to a four month hold period from the date of the closing of the Offering.
About Voyageur
Voyageur Pharmaceuticals Ltd. is Canadian public company listed on the TSX Venture Exchange under the trading symbol VM. Voyageur is focused on the development of barite, iodine, and fullerene Active Pharmaceutical Ingredient (API) minerals. The near-term focus is developing barium, iodine radio-contrast products and fullerene-based pharmaceutical products.
Voyageur’s goal is to initially generate the positive cash flow from operations using third party GMP pharmaceutical manufacturers in Canada and in India. Ultimately, Voyageur has plans to build all the required infrastructure to become 100% self-sufficient with all manufacturing.
Voyageur owns a 100% interest in three barium sulfate (barite) projects including two properties suitable in grade for the industrial barite marketplace, including interests in a high-grade iodine, lithium & bromine brine project located in Utah, USA.
Voyageur is moving forward with its business plan of becoming the only fully integrated company in the radio-contrast medical field, by controlling all primary input costs under the motto of:
"From the Earth to the Bottle"
www.voyageurpharmaceuticals.ca
For Further Media Information or to set up an interview, please contact:
Brent Willis
President & CEO
Ron Love
CFO
T 403.818.6086
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
Forward Looking Information
This news release may contain certain forward-looking information and statements, including without limitation, the closing of the Offering, statements pertaining to the use of proceeds, and the Company's ability to obtain necessary approvals from the TSX Venture Exchange. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company's disclosure documents on the SEDAR website at www.sedar.com. Voyageur does not undertake to update any forward-looking information except in accordance with applicable securities laws.
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