May 13, 2022
Original press release available here.
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
TORONTO, April 29, 2022 /CNW/ – Newtopia Inc. (“Newtopia” or the “Company“) (TSXV: NEWU) (OTCQB: NEWUF), a tech-enabled habit change provider focused on preventing, slowing and reversing chronic disease, is pleased to announce that it has closed a brokered private placement offering of 16,950,000 units of the Company (the “Units“) at a price of $0.20 per Unit (the “Offering Price“) for aggregate gross proceeds of $3,390,000 (the “Brokered Offering“). The Offering was conducted through Bloom Burton Securities Inc. (the “Agent“). Each Unit is comprised of one common share in the capital of the Company (each a “Common Share“) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant“). Each Warrant is exercisable to acquire one Common Share at an exercise price of $0.30 per Common Share, subject to adjustments in certain events, until April 29, 2024.
The Company is also concurrently completing a non-brokered private placement of 550,000 Units, at the Offering Price with certain insiders (as defined under applicable securities laws) of the Company for aggregate gross proceeds of $110,000 (the “Non-Brokered Offering“, and together with the Brokered Offering, collectively, the “Offerings“) on the same terms as the Brokered Offering. No fees or commissions are payable to the Agent in connection with the Non-Brokered Offering. The Non-Brokered Offering is expected to close on or about May 6, 2022.
The net proceeds of the Offerings will be used to fund general working capital and for general corporate purposes.
“We are pleased to announce the closing of this equity offering, which strengthens our balance sheet and provides us with the necessary capital to continue to invest in our long-term growth strategy,” said Jeff Ruby, Founder and CEO of Newtopia. “We want to thank our officers, directors and existing shareholders for their ongoing support and participation in this round, as well as welcome new shareholders into our growing base of investors. Newtopia remains poised to continue our mission of providing whole person care to prevent, reverse and slow the progression of chronic disease, while also delivering sustainable clinical and economic outcomes for our health insurer customers.”
In consideration for the services provided by the Agent in connection with the Brokered Offering, the Agent received: (i) a cash fee equal to 7.0% of the gross proceeds of the Brokered Offering, subject to a reduced cash fee of a maximum of 2% of the aggregate gross proceeds realized from the Units sold by the Agent to management, board members and other insiders (as defined under applicable securities laws) of the Company identified by the Company to the Agent (the “President’s List Purchasers“); and (ii) 904,050 non-transferable broker warrants (the “Broker Warrants“), which represents 7.0% of the total number of Units sold under the Brokered Offering to purchasers who were not President’s List Purchasers. Each Broker Warrant is exercisable into one Common Share at the Offering Price, subject to adjustments in certain events, until April 29, 2024.
All securities issued in connection with the Offerings are subject to a hold period which will expire on August 30, 2022, the date that is four months and one day from the closing of the Offerings. The Offerings are subject to final acceptance of the TSX Venture Exchange (“TSXV“). The TSXV has conditionally accepted the Offerings.
The Units were sold in reliance on exemptions from the prospectus requirements in the Province of Ontario.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent United States registration or an applicable exemption from the United States registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements.
The participation of certain officers and directors of the Company in the Offerings are “related party transactions” as defined under Multilateral Instrument 61-101 (“MI 61-101“). The transaction is exempt from the formal valuation requirements of MI 61-101 as none of the securities of the Company are listed on a prescribed stock exchange. The transaction is exempt from the minority shareholder approval requirements of MI 61-101 as, at the time the transaction was agreed to, neither the fair market value of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of the Company’s market capitalization. In addition, two directors of the Company subscribed for an aggregate of 1,250,000 Units for aggregate gross proceeds of $250,000 under the Brokered Offering.
Newtopia is a tech-enabled habit change provider focused on disease prevention and reducing the cost of care for health insurers. As a provider of whole person care, we prevent, reverse, and slow the progression of chronic disease while enriching mental health, resilience and overall human performance. Newtopia’s programs leverage genetic, social, and behavioural insights to create individualized prevention programs with a focus on type 2 diabetes, heart disease, stroke and weight. With a person-centered approach that combines virtual care, digital tools, connected devices and actionable data science, Newtopia delivers sustainable clinical and financial outcomes. Newtopia serves some of the largest nationwide employers and health plans and is currently listed on the Toronto Stock Exchange and quoted on the OTC Venture Market in the United States (TSXV: NEWU) (OTCQB: NEWUF). To learn more, visit newtopia.com, LinkedIn or Twitter.
Forward Looking Information
This news release contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, and forward looking statements, within the meaning of applicable United States securities legislation (collectively, “forward-looking statements“), which reflects management’s expectations regarding Newtopia’s future growth, results from operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects and opportunities. Wherever possible, words such as “predicts”, “projects”, “targets”, “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. All statements other than statements of historical fact may be forward-looking information. Such statements reflect Newtopia’s current views and intentions with respect to future events, based on information available to Newtopia, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information. While forward-looking statements are based on data, assumptions and analyses that Newtopia believes are reasonable under the circumstances, whether actual results, performance or developments will meet Newtopia’s expectations and predictions depends on a number of risks and uncertainties that could cause the actual results, performance and financial condition of Newtopia to differ materially from its expectations. These forward-looking statements include, among other things, statements with respect to the Offerings, the use of proceeds and the timing and ability of the Company to obtain the final approval of the TSXV. Forward-looking statements are not a guarantee and are based on a number of estimates and assumptions management believes to be relevant and reasonable, whether actual results, performance or developments will meet Newtopia’s expectations and predictions depends on a number of risks and uncertainties that could cause the actual results, performance and financial condition of Newtopia to differ materially from its expectations. Certain of the “risk factors” that could cause actual results to differ materially from Newtopia’s forward-looking statements in this news release include, without limitation: risks related to COVID-19 including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession; and other general economic, market and business conditions and factors, including the risk factors discussed or referred to in Newtopia’s disclosure documents, filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com, including Newtopia’s final long form prospectus dated March 30, 2020.
For more information on these risks please see the “Risk Factors” in Newtopia’s final long-form prospectus dated March 30, 2020. Should any factor affect Newtopia in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Newtopia does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release, and Newtopia undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.