VYYRF - Voyageur Pharmaceuticals Ltd. Announces up to $1725000 Private Placement Financing
(TheNewswire)
Calgary, Alberta – TheNewswire - April 13 th 2021 – Voyageur PharmaceuticalsLtd. ( TSXV : VM ) USA (OTC : VYYRF) (the “Company” or“Voyageur”), is pleased to announce aproposed non-brokered private placement financing of up to 11,500,000units, for gross proceeds of up to $1,725,000 (the"Offering"). Under the Offering, the Company expects toraise up to $1,500,000, but has approved up to $1,725,000 to give theCompany an option to increase the Offering by up to 15% to coverover-allocations, if any. Pricing is as follows: A "CommonUnit" priced at $0.15 where each Common Unit is comprised of onecommon share in the capital of the Company (each, a "CommonShare") and one full Common Share purchase warrant, exercisableat $0.30 for twenty-four months from closing. The Company will alsooffer "Flow-Through Units" priced at $0.18 per Flow-ThroughUnit and comprising one Common Share issued on a flow-through basispursuant to the Income TaxAct (Canada) and one Common Share purchasewarrant, exercisable at $0.40 for a period of twenty-four months fromclosing.
The net proceeds received by Voyageur from theOffering will be used to advance Voyageur’s project:
PEA/Pre-feasibilty Study/FC Development $500,000
Sales and Marketing Initiatives $150,000
Product Roll Out & Testing $300,000
General Corporate Use $350,000
FDA/International Registrations $200,000
Total $1,500,000
The selling jurisdictions for the Offering are expected to be theprovinces of Alberta, Saskatchewan, Manitoba, British Columbia,Ontario and Quebec. The Common Units and Flow-Through Units will besold on a private placement basis pursuant to ASC Rule 45-516Prospectus Exemptions for Retail Investors and Existing SecurityHolders through an investment dealer (the "DealersExemption") and to existing shareholders (the "ExistingShareholder Exemption"), and the "Accredited Investor"exemption contained in National Instrument 45-106 and certain otheravailable exemptions. The Offering is being offered to all of theexisting shareholders of Voyageur who are permitted to subscribepursuant to the Existing Shareholder Exemption. As the Company is relying on the Dealers Exemption , it confirms thatthere is no material fact or material change related to the Companywhich has not been generally disclosed. TheCommon Units may also be placed privately in the United States withcertain qualified buyers.
The Offering may close in tranches and one or moreclosings are expected to occur prior to the final closingdate. Commissions to qualified finders willconsist of 8% cash and where applicable and permitted, 8%broker/finder's warrants.
Any existing shareholders interested in participatingin the Offering should contact the Company pursuant to the contactinformation set forth below.
The Company has set April 13, 2021 as the record datefor determining existing shareholders entitled to subscribe for CommonUnits or Flow-Through Units pursuant to the Existing ShareholderExemption. Subscribers purchasing Common Units or Flow-Through Unitsunder the Existing Shareholder Exemption will need to represent inwriting that they meet certain requirements of the
Existing Shareholder Exemption, including that theywere, on or before the record date, a shareholder of the Company andstill are a shareholder as at the closing date. The aggregateacquisition cost to a subscriber under the Existing ShareholderExemption cannot exceed $15,000 unless that subscriber has obtainedadvice from a registered investment dealer regarding the suitabilityof the investment.
Unless the Company determines to increase the grossproceeds of the Offering, if subscriptions received for the Offeringbased on all available exemptions exceed the maximum Offering amountof $1,725,000, the Common Units and Flow-Through Units will beallocated pro rata among all subscribers qualifying under allavailable exemptions. The split of the Offering between Common Unitsand Flow-Through Units will be at the discretion of the Company, however the Company expects that it willaccept maximum proceeds of $500,000 from Flow-Through Unitsubscriptions.
Completion of the Offering is subject to regulatoryapproval including, but not limited to, the approval
of the TSX Venture Exchange. The securities issued willbe subject to a four month hold period from
the date of the closing of the Offering.
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 and iodine,Active Pharmaceutical Ingredient (API) minerals. The near-term focusis developing barium and iodine radio-contrast pharmaceuticalproducts. Voyageur’s goal is to initially generate near term positive cash flow fromoperations using third party GMP pharmaceutical manufacturers inCanada and internationally . Ultimately, Voyageur has plans to build all the requiredinfrastructure to become 100% self-sufficient
with all manufacturing. Voyageur owns a 100% interestin three barium sulfate (barite) projects with interests in apotentially high-grade iodine, lithium & bromine brine projectlocated in Utah, USA.
Voyageur is moving forward with its business plan ofbecoming the only fully-integrated company in the radiographiccontrast medical field, by controlling all primary input costs underthe motto of: "From theEarth to the Bottle"
For Further Media Information or to set up aninterview, please contact:
Brent Willis
President & CEO
Ron Love
CFO
T 403.818.6086
E ronl@vpharma.ca
www.voyageurpharmaceuticals.ca
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 certain forward-lookinginformation and statements, including, without limitation, the closingof the Offering, statements pertaining to the allocation betweenCommon Units and Flow-Through Units, use of proceeds, and theCompany's ability to obtain necessary approvals from the TSX VentureExchange. All statements included herein, other than statements ofhistorical fact, are forward-looking information and such informationinvolves various risks and uncertainties. There can be no assurancethat such information will prove to be accurate, and actual resultsand future events could differ materially from those anticipated insuch information. 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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