VM:CC - Voyageur Pharmaceuticals Ltd. Announces Proposed Private Placement
(TheNewswire)
News Release – TheNewswire - Calgary, Alberta – May 26,2022 : VoyageurPharmaceuticals Ltd. (TSXV:VM) (USA:VYYRF) (the " Company " or" Voyageur ") is pleased to announce that it plans to complete anon-brokered private placement of up to 10,000,000 units (the" Units ") of Voyageur at a price of $0.10 per Unit foraggregate gross proceeds of up to $1,000,000 (the " Offering ").There is no minimum Offering. The Units will be comprised of one (1)common share (" CommonShare ") and one (1) share purchase warrant(" Warrant ") of Voyageur. Each whole Warrant entitles the holderthereof to purchase one Common Share for $0.20 expiring two (2) yearsfrom the date of the closing of the Offering. The Warrants include anacceleration provision whereby if the Common Shares trade at a priceequal to or greater than $0.30 per Common Share for a period of 10consecutive trading days, Voyageur may accelerate the expiry of theWarrants.
Voyageur may pay a cash commission or finder's fee toqualified non-related parties of up to 8% of the gross proceeds of theOffering (up to $80,000) and issue broker warrants (the" BrokerWarrants ") equal to up to 8% of the numberof Units sold in the Offering (up to 800,000 Broker Warrants). EachBroker Warrant will entitle the holder to acquire one [ Common Share ] at aprice of $0.10 per Broker Warrant for a period of [ one (1) ] year fromthe date of issuance.
The net proceeds of the Offering will be used toadvance the product roll out of Health Canada licensed products forsales in Canada.
Selling jurisdictions for the Offering will be inCanada in such provinces and territories where participating findersmay specify and the Company agrees to. The Units may also be placedprivately in the United States with certain qualified buyers.
The Offering is being offered to all of the existingshareholders of Voyageur who are permitted to subscribe pursuant tothe Existing Shareholder Exemption. This offer is open until June 24,2021, or such other date or dates as the Company determines and one ormore closings are expected to occur, with the first closinganticipated for on or about June 1, 2022.
Any existing shareholders interested in participatingin the Offering should contact the Company pursuant to the contactinformation set forth below.
The Company set May 26, 2022, as the record date fordetermining existing shareholders entitled to subscribe for Unitspursuant to the Existing Shareholder Exemption. Subscribers purchasingUnits under the Existing Shareholder Exemption will need to representin writing that they meet certain requirements of the ExistingShareholder Exemption, including that they were, on or before therecord date, a shareholder of the Company and still are a shareholderas at the closing date. The aggregate acquisition cost to a subscriberunder the Existing Shareholder Exemption cannot exceed $15,000 unlessthat subscriber has obtained advice from a registered investmentdealer regarding the suitability of the investment.
As the Company is also relying on the Exemption forSales to Purchasers Advised by Investment Dealers, it confirms thatthere is no material fact or material change related to the Companywhich has not been generally disclosed. In addition to offering theUnits pursuant to the Existing Shareholder Exemption and the Exemptionfor Sales to Purchasers Advised by Investment Dealers, the Units arealso being offered pursuant to other available prospectus exemptions,including sales to accredited investors. Unless the Company determinesto increase the gross proceeds of the Offering, if subscriptionsreceived for the Offering based on all available exemptions exceed themaximum Offering amount of $1,000,000, Units will be allocated prorata among all subscribers qualifying under all availableexemptions.
Completion of the Offering is subject to regulatoryapproval including, but not limited to, the approval of the TSXVenture Exchange. The Common Shares, Warrants and Broker Warrantsissued will be subject to a four month hold period from the date ofthe closing of the Offering.
About Voyageur
Voyageur is a Canadian public company listed on theTSXV under the trading symbol VM. Voyageur is focused on thedevelopment of barite and iodine Active Pharmaceutical Ingredients("API") and high-performance cost-effective imaging contrastagents for the medical radiology marketplace. Voyageur’s goal is toinitially generate positive cash flow from operations using thirdparty GMP pharmaceutical manufacturers in Canada and internationally.Ultimately, Voyageur has plans to build all the requiredinfrastructure to become 100% self-sufficient with all manufacturing.Voyageur owns a 100% interest in three barium sulphate (barite)projects including the Frances Creek property, suitable in grade forthe pharmaceutical barite marketplace, with 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 radiology medicalfield, by controlling all primary input costs under the motto of:"From the Earth to the Bottle".
For Further MediaInformation or to set up an interview, please contact:
BrentWillis
President &CEO
www.voyageurpharmaceuticals.ca
Ron Love
CFO
T403.818.6086
NOT FOR RELEASE IN THE UNITED STATESOF AMERICA
This news release does not constitute an offer to sellor the solicitation of an offer to buy any securities in the UnitedStates. Any securities referred to herein have not been and will notbe registered under the United States Securities Act of 1933 (the"1933 Act") and may not be offered or sold in the UnitedStates or to or for the account or benefit of a U.S. person in theabsence of such registration or an exemption from the registrationrequirements of the 1933 Act and applicable U.S. state securitieslaws.
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this news release.
Cautionary Statement Regarding"Forward-Looking" Information
This news releasemay contain certain forward-looking information and statements,including without limitation, the closing of the Offering, statementspertaining to the use of proceeds, and the Company's ability to obtainnecessary approvals from the TSX Venture Exchange. All statementsincluded herein, other than statements of historical fact, areforward-looking information and such information involves variousrisks and uncertainties. There can be no assurance that suchinformation will prove to be accurate, and actual results and futureevents could differ materially from those anticipated in suchinformation. A description of assumptions used to develop suchforward-looking information and a description of risk factors that maycause actual results to differ materially from forward-lookinginformation can be found in the Company's disclosure documents on theSEDAR website at www.sedar.com. Voyageur does not undertake to updateany forward-looking information except in accordance with applicablesecurities laws.
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