VYYRF - Voyageur Pharmaceuticals Ltd. Announces Increase to Private Placement and First Closing
(TheNewswire)
Calgary, Alberta - TheNewswire - December 31, 2020 – VoyageurPharmaceuticals Ltd. ( TSXV : VM ) ( OTC : VYYRF) (the "Company"or "Voyageur") is pleased to announcethat it has increased the previously announced non-brokered offeringof units (the "Offering") from a maximum of $600,000 to$700,000. In addition, the Company announces that it has completedthe first closing under the Offering by issuing 11,350,000 units forgross proceeds of $567,500.
Further to the news release of the Company datedDecember 9, 2020, the Offering was a combination of (i) "CommonUnits", comprised of one (1) common share and one (1) commonshare purchase warrant, exercisable at $0.10 for a period of two yearsfrom the closing date, and (ii) "Flow-Through Units",comprised of one (1) common share and one-half (1/2) of one commonshare purchase warrant, with each whole warrant being exercisable at$0.12 for a period of two years from the closing date. Under thefirst closing of the Offering, the Company issued 10,340,000Flow-Through Units and 1,580,000 Common Units. The Flow-ThroughUnits and Common Units were issued at a price of $0.05 perUnit.
In connection with the Offering, Voyageur paidaggregate cash commissions of $16,400 and issued 328,000 brokerwarrants exercisable at a price of $0.12 per Common for a period oftwo years from the date of issuance.
The net proceeds received by Voyageur from the Offeringwill be used to advance the Frances Creek barium sulfate project.Approximately $300,000 will be used to update the NI 43-101 report andcompletion of the preliminary economic assessment and pre-feasibilitystudy. Approximately $150,000 will be used to progress Health Canadaand begin FDA drug applications and the remaining amount of up to$250,000 (depending on the total amount raised under the Offering)will be allocated to planning for production startup, and bulk sampleplanning and other general corporate purposes.
Completion of the Offering is subject to regulatoryapproval including, but not limited to, the approval of the TSXVenture Exchange. The securities issued are subject to a four monthhold period from the date of issuance.
The Company intends tocomplete a second closing of Common Units no later than January 31,2021. Readers are directed to the news release of the Company datedDecember 9, 2020, for more information about the terms of theOffering.
Related Party Participation in the Private Placement
As a director of theCompany subscribed for 570,000 Flow-Through Units, the Offering isdeemed to be a “related party transaction” as defined underMultilateral Instrument 61-101-Protection of Minority Security Holdersin Special Transactions ("MI 61-101").
Neither the Company, norto the knowledge of the Company after reasonable inquiry, a relatedparty, has knowledge of any material information concerning theCompany or its securities that has not been generallydisclosed.
The Offering is exemptfrom the formal valuation and minority shareholder approvalrequirements of MI 61-101 (pursuant to subsections 5.5(c) and5.7(1)(b)) as it was a distribution of securities for cash and neitherthe fair market value of the Flow-Through Units distributed to, northe consideration received from, interested parties exceeded$2,500,000.
The Company did not filea material change report more than 21 days before the expected closingof the Offering because the details of the participation therein byrelated parties of the Company were not settled until shortly prior tothe first closing of the Offering and the Company wished to close onan expedited basis for business reasons.
About Voyageur
Voyageur Pharmaceuticals Ltd. is Canadian publiccompany listed on the TSX Venture Exchange under the trading symbolVM. Voyageur is focused on the development of barite, iodine, andfullerene Active Pharmaceutical Ingredient (API) minerals. Thenear-term focus is developing barium, iodine radio-contrast productsand fullerene-based pharmaceutical products.
Voyageur’s goal is to initially generate the positivecash flow from operations using third party GMP pharmaceuticalmanufacturers in Canada and in India. Ultimately, Voyageur has plansto 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 theindustrial barite marketplace, including interests in a high-gradeiodine, lithium & bromine brine project located in Utah,USA.
Voyageur is moving forward with its business plan ofbecoming the only fully integrated company in the radio-contrastmedical field, by controlling all primary input costs under the mottoof:
"From theEarth to the Bottle"
www.voyageurpharmaceuticals.ca
For Further Media Information or toset up an interview, please contact:
Brent Willis
President & CEO
Ron Love
CFO
T 403.818.6086
ANY SECURITIES REFERRED TO HEREINWILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE"1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITEDSTATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR ANEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
Forward Looking Information
This news release may contain certainforward-looking information and statements, including withoutlimitation, the closing of the Offering, statements pertaining to theuse of proceeds, and the Company's ability to obtain necessaryapprovals from the TSX Venture Exchange. All statements includedherein, other than statements of historical fact, are forward-lookinginformation and such information involves various risks anduncertainties. There can be no assurance that such information willprove to be accurate, and actual results and future events coulddiffer materially from those anticipated in such information. Adescription of assumptions used to develop such forward-lookinginformation and a description of risk factors that may cause actualresults to differ materially from forward-looking information can befound in the Company's disclosure documents on the SEDAR website at www.sedar.com . Voyageur does not undertake to update any forward-lookinginformation except in accordance with applicable securitieslaws.
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