VYYRF - Voyageur Pharmaceuticals Ltd. Announces up to $600000 Private Placement
(TheNewswire)
Calgary, Alberta – TheNewswire - December 9 th , 2020 – Voyageur PharmaceuticalsLtd. ( TSXV : VM ) ( OTC : VYYRF) (the "Company"or "Voyageur") is pleased to announcea proposed private placement of up to $600,000 of units (the"Offering"). The units shall be comprised of either: (i) onecommon share priced at $0.05 per unit and one common share purchasewarrant of the Company, exercisable at $0.10 for two years from theclosing date, and /or (ii) one Common Share issued on a flow-throughbasis pursuant to the IncomeTax Act (Canada) priced at $0.05, and one half(1/2) (non-flow through) purchase warrant exercisable at $0.12 for twoyears from closing. The Warrants pursuant to the Offering will containan acceleration clause such that the expiry date for the Warrants andUnit Warrants may be accelerated at the Company's discretion upon theCommon Shares trading at or above $0.15 per share for a period of tenconsecutive trading days. If the Company elects to trigger theacceleration clause, the Warrants and Unit Warrants must be exercisedwithin thirty days from receipt of notice from the Company that theacceleration clause has been triggered.
The net proceeds received by Voyageur from the Offering will be usedto advance the Frances Creek barium sulfate project. Approximately$300,000 will be used to update the NI 43-101 report and completion ofthe preliminary economic assessment and pre-feasibility study.Approximately $150,000 will be used to progress Health Canada andbegin FDA drug applications and the remaining $150,000 will beallocated to planning for production startup, and bulk sample planningand other general corporate purposes.
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 Shares may also be placed privately in the United States withcertain qualified buyers.
Tranches may be closed at various times with theoffering being open to January 31, 2021 or such other date or dates asthe Company determines and one or more closings are expected to occurprior to final closing date. Commissions to qualified finder’s willconsist of 8% cash and 8% broker/finder’s warrants.
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 $600,000, the Common Units and Flow-Through Units will be allocatedpro rata among all subscribers qualifying under all availableexemptions. The split of the Offering between the equity Common Unitsand Flow-Through shares, plus the ½ non-flow through warrant, will beat the discretion of the Company.
Completion of the Offering is subject to regulatoryapproval including, but not limited to, the approval of the TSXVenture Exchange. The securities issued will be subject to a fourmonth 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, 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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