ORLEANS, ON, Aug. 2, 2019 /CNW Telbec/ - Tetra Bio-Pharma Inc. ("Tetra" or the "Corporation") is pleased to announce that it has completed the non-brokered private placement offering (the "Private Placement") announced on July 30, in which some of the Corporation's directors, officers, consultants and employees, as well as certain of their associates, purchased an aggregate of 870,000 units ("Units") of the Corporation at a price of $0.30 per Unit for aggregate gross proceeds of $261,000.
Each Unit issued in the Private Placement consists of one common share of the Corporation (a "Common Share") and one Common Share purchase warrant (a "Warrant"), with each Warrant entitling the holder thereof to purchase one Common Share at an exercise price of $0.40 per Common Share for a period of 36 months following the closing of the Private Placement.
The Corporation intends to use net proceeds of the Private Placement to continue the development of its clinical trials and for working capital purposes as stated in its final short form prospectus filed on July 8, 2019.
Certain directors and senior officers of the Corporation or of its subsidiaries have subscribed for Units as part of the Private Placement. Their subscription as part of the Private Placement constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 of the TSXV. Other than improving Tetra's working capital position and increasing the number of Common Shares held by directors, officers and employees, the Private Placement is not expected to have any effect on Tetra's business and affairs.
The Private Placement was completed in reliance on (i) an available exemption from the formal valuation requirement of MI 61-101 provided in paragraph (a) of Section 5.5 of MI 61-101 and (ii) an available exemption from the minority shareholder approval requirement of MI 61-101 provided in paragraph (a) of Section 5.7(1) of MI 61-101. Neither the fair market value of the Units issued nor the consideration paid for the Units pursuant to the portion of the Private Placement subscribed for by related parties of the Corporation exceeded 25% of the Corporation's market capitalization.
Prior to the completion of the Private Placement, the "related parties" owned an aggregate of 6% of Tetra's 211,969,411 issued and outstanding Common Shares (not including Common Shares issuable on the exercise of outstanding options). Further to the completion of the Private Placement, the "related parties" own an aggregate of 6% of the Corporation's issued and outstanding Common Shares. Also, as part of the Private Placement, an aggregate of 398,900 Common Shares were issued to "related parties" of the Corporation pursuant to the Private Placement which amounts to approximately 0.19% of the Corporation's issued and outstanding Common Shares as of the date of this news release. Assuming the exercise of the Warrants issued to "related parties" under the Private Placement, an aggregate of 398,900 additional Common Shares would be issued to "related parties" of the Corporation pursuant to the Private Placement which amounts to approximately 0.19% of the Corporation's issued and outstanding Common Shares as of the date of this news release.
The Private Placement was approved by Tetra's directors, provided that each disclosed an interest in the resolutions relating to the approval of the Private Placement in accordance with Section 120 of the Canada Business Corporations Act to the extent he was a participant in the Private Placement as a purchaser of Units and abstained from voting solely with respect to his purchase of Units but otherwise voted to approve the transaction. In approving the Private Placement, the Board of Directors took into account the following factors: (i) the fact that the Private Placement would be completed above market price with no discount, even though a discount would be permitted under TSXV rules; (ii) Tetra's need for working capital to fund on-going operations and strengthen its financial position; and (iii) the participation in the Private Placement of management and employees who are an important part of Tetra's business plan. The Board of Directors subsequently approved the Private Placement (subject to the disclosures of interest and abstentions noted above) and there was no contrary view by any director on the resolution approving the Private Placement.
The Private Placement was completed pursuant to subscription agreements entered into between Tetra and each subscriber which contain standard representations and warranties as to eligibility to participate in the Private Placement under applicable Canadian securities laws.
All Units issued to employees (who are not officers) and consultants of Tetra were issued in reliance on the exemption from the prospectus requirement contained in section 2.24 of National Instrument 45-106 – Prospectus Exemptions and, therefore, will not be subject to a hold period. All other Units issued as part of the Private Placement, including Units issued to directors, officers and their associates are subject to a hold period of 4 months and one day from the closing date of the Private Placement.
The Corporation did not file a material change report more than 21 days before the closing of the Private Placement because the Corporation wished to close the Private Placement on an expedited basis for sound business reasons and in a timeframe consistent with usual market practices for transactions of this nature.
About Tetra Bio-Pharma:
Tetra Bio-Pharma Inc. (TSX-V: TBP) (OTCQB: TBPMF) a biopharmaceutical leader in cannabinoid-based drug discovery and development with a Health Canada approved and FDA reviewed clinical program aimed at bringing novel prescription drugs and treatments to patients and their healthcare providers. Tetra Bio-Pharma has subsidiaries engaged in the development of an advanced and growing pipeline of Bio Pharmaceuticals, Natural Health and Veterinary Products containing cannabis and other medicinal plant-based elements. With patients at the core of its mission, Tetra Bio-Pharma is focused on providing rigorous scientific validation and safety data required for inclusion into the existing bio pharma industry by regulators, physicians and insurance companies. For more information visit: www.tetrabiopharma.com More information at: www.tetrabiopharma.com Source: Tetra Bio-Pharma
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For more information visit: www.tetrabiopharma.com
Some statements in this release may contain forward-looking information, including the intended uses of proceeds from the Private Placement. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's ability to control or predict, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Company to obtain sufficient financing to execute the Company's business plan; competition; regulation and anticipated and unanticipated costs and delays, the success of the Company's research and development strategies, the applicability of the discoveries made therein, the successful and timely completion and uncertainties related to the regulatory process, the timing of clinical trials, the timing and outcomes of regulatory or intellectual property decisions and other risks disclosed in the Company's public disclosure record on file with the relevant securities regulatory authorities. Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
SOURCE Tetra Bio-Pharma Inc