/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
TORONTO, Oct. 29, 2020 /CNW/ - Newtopia Inc.
("Newtopia" or the "Company") (TSXV: NEWU), a
tech-enabled disease prevention company focused on healthy habit
change, is pleased to announce that it has closed its previously
announced bought deal private placement offering of 7,900,000 units
of the Company (the "Units") at a price of $0.95 per Unit (the "Offering Price") for
aggregate gross proceeds of $7,505,000 (the "Offering"). The Offering
was conducted through a syndicate of underwriters led by Bloom
Burton Securities Inc. and included Stifel GMP and INFOR Financial
Inc. (collectively, the "Underwriters").
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 $1.30 per Common
Share, subject to adjustments in certain events, until October 29, 2022.
All securities issued in connection with Offering are subject to
a hold period which will expire on March 2, 2021, the date
that is four months and one day from closing of the Offering.
The net proceeds of the Offering will be used to repay
indebtedness, fund general working capital and for general
corporate purposes.
"We are thrilled to announce the closing of this oversubscribed
equity offering, which significantly strengthens Newtopia's cash
position." commented Jeff Ruby,
Chief Executive Officer. "We want to thank our existing
shareholders for their ongoing support, and welcome new
shareholders. We are excited to continue the execution of our
growth strategy."
In consideration for the services provided by the Underwriters
in connection with the Offering, the Underwriters received:
(i) a cash fee equal to 7.0% of the gross proceeds of the
Offering; and (ii) 553,000 non-transferable broker warrants
(the "Broker Warrants"), which represents 7.0% of the total
number of Units sold under the Offering. Each Broker Warrant is
exercisable into one Common Share at the Offering Price, subject to
adjustments in certain events, until October 29, 2022.
The Offering is subject to final acceptance of the TSX Venture
Exchange ("TSXV"). The TSXV has conditionally accepted the
Offering.
The Units were sold in reliance on exemptions from the
prospectus requirements in the Provinces of Ontario, Quebec, Alberta and British
Columbia, and in the United
States to a Qualified Institutional Buyer (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 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 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.
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 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 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.