VYYRF - Voyageur Pharmaceuticals Ltd. Announces Second and Final Closing of Private Placement and Future Director Retirement
(TheNewswire)
Calgary, Alberta - TheNewswire - December January 15, 2021 - Voyageur Pharmaceuticals Ltd. ( TSXV : VM ) ( OTC : VYYRF) (the "Company"or "Voyageur") is pleased to announcethat it has completed the second and final closing of its previouslyannounced non-brokered private placement of units (the"Offering"). The Company issued 4,300,000 Common Units (asdefined below) in the second closing, resulting in a total number of15,650,000 units being issued under the Offering, for total grossproceeds of $782,500, representing an increase of $82,500 to themaximum Offering amount previously announced.
Further to the news releases of the Company datedDecember 9, 2020 and December 31, 2020, the Offering was a combinationof (i) "Common Units", comprised of one (1) common share andone (1) common share purchase warrant, exercisable at $0.10 for aperiod of two years from the closing date, and (ii) "Flow-ThroughUnits", comprised of one (1) common share and one-half (1/2) ofone common share purchase warrant, with each whole warrant beingexercisable at $0.12 for a period of two years from the closing date. Under the second closing of the Offering, the Company issued CommonUnits only. In total, the Company issued 10,340,000 Flow-ThroughUnits and 5,880,000 Common Units.
In connection with the second closing of the Offering,Voyageur paid aggregate cash commissions of $8,000 and issued 160,000broker warrants exercisable at a price of $0.10 per common share for aperiod of two 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$332,500 will be allocated to planning for production startup, andbulk sample planning 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.
Related Party Participation in the Private Placement
As a director of theCompany subscribed for 80,000 Common Units in the second closing, theOffering is deemed to be a “related party transaction” as definedunder Multilateral Instrument 61-101-Protection of Minority SecurityHolders in 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.
Mr. Charles Littlejohn,a director of the Company, has advised the board of directors that heintends to retire from the board with a timeline of April, 2021. Mr.Littlejohn has been a director of the Company since April, 2018. “I would like to personally thank Mr. Littlejohn for his valuablecontributions, support and insight over the years and on behalf of theBoard of Directors and Executive we all wish him the best in hisfuture endeavors and retirement. The board will work to identify asuitable successor”. Trent Abraham - Chairman of The Board.
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, statements pertaining to the use of proceeds, statementsrelating to the expected resignation of Mr. Littlejohn, and the timingthereof, and the Company's ability to obtain necessary approvals fromthe TSX Venture Exchange. All statements included herein, other thanstatements of historical fact, are forward-looking information andsuch information involves various risks and uncertainties. There canbe no assurance that such information will prove to be accurate, andactual results and future events could differ materially from thoseanticipated in such information. A description of assumptions usedto develop such forward-looking information and a description of riskfactors that may cause actual results to differ materially fromforward-looking information can be found in the Company's disclosuredocuments on the SEDAR website at www.sedar.com . Voyageur does not undertake to updateany forward-looking information except in accordance with applicablesecurities laws.
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