NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION
DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES.
Aura Health Inc. (the “
Company” or
“
Aura”) (
CSE:BUZZ) is pleased to
announce the price and terms of its brokered private placement
subscription receipt offering previously announced on February 4,
2019 (the “
Offering”), led by Mackie Research
Capital Corporation (the “
Lead Agent”), the lead
agent and sole book runner, with Haywood Securities Inc., PI
Financial Corp., and Foundation Markets Inc. (together with the
Lead Agent, the “
Agents”). The Offering will be
conducted on an agency basis for the issuance of up to 22,727,272
subscription receipts of Aura (each, a “
Subscription
Receipt” and collectively, the “
Subscription
Receipts”) at a price of $0.22 per Subscription Receipt
(the “
Issue Price”) for gross proceeds of up to
$5,000,000 (subject to the Agent’s Option described below). The
Offering is being completed in connection with the proposed
acquisition of an 80% equity interest in Pharmadrug Production GmbH
(the “
Acquisition”), previously announced in a
press release dated January 25, 2019.
As previously announced, Pharmadrug is a cash
flow positive German pharmaceutical distribution company with over
20 years of operating history and a Schedule I European Union
narcotics licence that allows it to distribute medical cannabis to
pharmacies in Germany and throughout the Eurozone as markets become
legalized. Pharmadrug currently has supply agreements with Bedrocan
International B.V. and with a Canadian Licensed Producer, and is
expecting its first cannabis shipment shortly.
The net proceeds of the Offering will be placed
in escrow with an escrow agent on behalf of the purchasers of the
Subscription Receipts and will be released to Aura upon
satisfaction of certain escrow release conditions (the
“Conditions”), which will include the completion
of the Acquisition on or before 5:00 p.m. (Toronto time) on March
29, 2019 (the “Termination Time”). Should the
Conditions not be satisfied prior to the Termination Time, the
Subscription Receipts will be cancelled and all proceeds from the
Offering will be returned to the subscribers. Notwithstanding the
foregoing, upon closing of the Offering, $2,400,000 will be
released from escrow to be used for payments associated with the
Acquisition, which amount will be reimbursed in full by the Company
to the purchasers of the Subscription Receipts in the event the
Conditions are not satisfied.
Each Subscription Receipt will entitle the
holder thereof to receive, without any further action on the part
of the holder or payment of any additional consideration, upon
satisfaction of the Conditions prior to the Termination Time, one
unit of Aura (each, a “Unit”) consisting 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 common share purchase
warrant, a “Warrant”), with each Warrant
exercisable at a price of $0.28, into one Common Share for a period
of 24 months from the date of satisfaction of the Conditions.
The Lead Agent will have an option (the
“Agent’s Option”) to offer for sale up to an
additional 15% of the number of Subscription Receipts sold in the
Offering at the Issue Price, which Agent’s Option is exercisable,
in whole or in part, at any time up to 48 hours prior to the last
closing of the Offering.
In connection with the Offering, the Agents will
be paid a cash commission equal to 7% of the gross proceeds of the
Offering (including, pursuant to any exercise of the Agent’s
Option) (the “Cash Fee”), which at the option of
the Agents, may be paid by way of issuance of Common Shares at the
Issue Price. Upon closing, the Agents will also receive
compensation options (each, a “Compensation
Option”) in a number equal to 7% of the number of
Subscription Receipts sold under the Offering (including, pursuant
to any exercise of the Agent’s Option), with each Compensation
Option being exercisable to purchase Subscription Receipts, or
Common Shares and Warrants (if the Subscription Receipts have
converted into Units as of the time of exercise of the Compensation
Options), at the Issue Price for a period of 24 months from the
date of closing of the Offering.
The Offering is expected to close during the
week of February 25, 2019 (the “Closing
Date”) and is subject to receipt of all necessary
regulatory approvals, including the approval of the Canadian
Securities Exchange. All securities issued pursuant to the Offering
will be subject to a four month and one day hold period, from the
Closing Date, in accordance with applicable Canadian securities
laws.
About Aura Health Inc.
Aura Health is building an international network
of vertically integrated cannabis assets. Through an established
product line of cannabis-infused edible products and oil extracts,
Aura is dedicated to building a high margin downstream business in
the medical marijuana sector. The Company holds convertible debt
that converts to 54% equity of HolyCanna, a cultivation and nursery
license holder in Israel. The Company also owns a 30% interest in
four medical marijuana clinics in the U.S. Sun Belt.
For further information, please contact:
Daniel Cohen, CEO Aura Health Inc. (647)
202-1824
David Posner, ChairmanAura Health Inc. (647)
985-6727
Caution Regarding Forward-Looking
Information:
THE CANADIAN SECURITIES EXCHANGE HAS NOT
REVIEWED NOR DOES IT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
This news release may contain forward-looking
statements and information based on current expectations. These
statements should not be read as guarantees of future performance
or results. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements to be materially different from those
implied by such statements. Such statements include submission of
the relevant documentation within the required timeframe and to the
satisfaction of the relevant regulators, completing the acquisition
of the applicable real estate and raising sufficient financing to
complete the Company's business strategy. There is no certainty
that any of these events will occur. Although such statements are
based on management's reasonable assumptions, there can be no
assurance that such assumptions will prove to be correct. We assume
no responsibility to update or revise them to reflect new events or
circumstances.
The Company's securities have not been
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or applicable state securities laws, and
may not be offered or sold to, or for the account or benefit of,
persons in the United States or "U.S. Persons", as such term is
defined in Regulation S under the U.S. Securities Act, absent
registration or an applicable exemption from such registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in the United States or any jurisdiction in
which such offer, solicitation or sale would be unlawful.
Additionally, there are known and unknown risk
factors which could cause the Company's actual results, performance
or achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking information contained herein. All forward-looking
information herein is qualified in its entirety by this cautionary
statement, and the Company disclaims any obligation to revise or
update any such forward-looking information or to publicly announce
the result of any revisions to any of the forward-looking
information contained herein to reflect future results, events or
developments, except as required by law.
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