/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
TORONTO, Oct. 14, 2020 /CNW/ - Newtopia Inc.
("Newtopia" or the "Company") (TSXV: NEWU), a
tech-enabled disease prevention company focused on healthy habit
change, today announced it has entered into an agreement with a
group of underwriters led by Bloom Burton Securities Inc.
(collectively, the "Underwriters") pursuant to which the
Underwriters have agreed to purchase, on a "bought deal" private
placement basis, 5,265,000 units of the Company (the
"Units") at a price of $0.95
per Unit (the "Offering Price") for aggregate gross proceeds
of $5,001,750 (the
"Offering").
Each Unit shall consist 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 will be exercisable to acquire one
Common Share for a period of 24 months following the closing of the
Offering at an exercise price of $1.30 per share.
The Company has granted the Underwriters an option (the
"Over-Allotment Option"), exercisable in whole or in part
and from time to time, at any time until 30 days after the closing
of the Offering, to purchase up to an additional number of Units
equal to 15% of the number of Units sold pursuant to the Offering
at the Issue Price.
The net proceeds of the offering will be used to fund general
working capital and general corporate purposes. The Offering is
expected to close on or about October 29,
2020 or such other date as the Company and the Underwriters
may agree, and is subject to certain closing conditions, including
but not limited to, the receipt of all necessary regulatory, stock
exchange and other approvals, including the approval of the TSX
Venture Exchange.
In connection with the Offering the Underwriters will receive:
(i) a cash fee equal to 7.0% of the gross proceeds of the
Offering (including Units sold pursuant to the exercise of the
Over-Allotment Option); and (ii) that number of broker warrants
equal to 7.0% of the Units sold under the Offering (including Units
sold pursuant to the exercise of the Over-Allotment Option), each
entitling the holder to acquire one Common Share at the Offering
Price for a period of 24 months after the Closing Date.
The Units will be offered in reliance on exemptions from the
prospectus requirements in each of the provinces of Canada, and may be offered in the United States to Qualified Institutional
Buyers (as defined in Rule 144A under the
United States Securities Act of 1933, as amended (the
"1933 Act")) by way of private placement pursuant to an
exemption from the registration requirements of the 1933 Act, or
under other exemptions from the registration requirement that are
available under the 1933 Act, and pursuant to any applicable
securities laws of any state of the
United States. The Units may also be sold in such other
jurisdictions as the Company and the Underwriters may agree.
The securities referred to in this news release have not been,
nor will they be, registered under the 1933 Act and may not be
offered or sold within the United
States or to, or for the account or benefit of, U.S.
persons absent U.S. registration or an applicable exemption from
the U.S. registration requirements. This press 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.
About Newtopia
Newtopia is a tech-enabled disease prevention company focused on
healthy habit change. Newtopia's platform leverages genetic, social
and behavioral 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. To learn more, visit newtopia.com.
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 Offering, the timing and
ability of the Company to close the Offering, if at all, the number
of Units offered or sold, the gross proceeds of the Offering, the
timing and ability of the Company to obtain all necessary
approvals, if at all, and the terms and jurisdictions of the
Offering and the use of proceeds therefrom. 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. There can be no assurances that
Newtopia will be able to complete the Offering on the anticipated
terms, or at all. Certain of the "risk factors" that could cause
actual results to differ materially from Newtopia's
forward-looking statements in this press release include, without
limitation: the satisfaction of customary closing conditions
related to the Offering, 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's 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 press release is made
as of the date of this press release, and Newtopia undertakes no
obligation to publicly update or revise any forward-looking
information, other than as required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Newtopia Inc.