/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
Private Placement is tied to a negotiation of
an Enhanced Credit Facility with a Schedule I Canadian Bank
TORONTO, Sept. 15, 2021
/CNW/ - Newtopia Inc. ("Newtopia" or the "Company")
(TSXV: NEWU), a tech-enabled habit change provider focused on
disease prevention, today announced it has closed a non-brokered
private placement of subordinated and postponed 8.0% secured
non-convertible debenture units (the "Units") for gross
proceeds of CAD$2.545 million (the
"Offering").
![Newtopia logo (CNW Group/Newtopia Inc.) Newtopia logo (CNW Group/Newtopia Inc.)](https://mma.prnewswire.com/media/1627163/NewtopiaLogo_PrimaryGreen.jpg)
Each Unit is comprised of: (i) $10,000 principal amount of subordinated and
postponed secured non-convertible debentures of the Company (the
"Debentures"); and (ii) 1,724 common share purchase warrants
of the Company (each whole warrant, a "Warrant", and
collectively, the "Warrants"). Each Warrant is exercisable
for one common share of the Company (a "Common Share") until
September 15, 2023 (the "Expiry
Date"). The exercise price of Warrants shall be $0.58 per share during the first year following
the closing date of the Offering (the "Closing Date") and
$0.75 per share following the
one-year anniversary of the Closing Date until the Expiry Date. The
securities issued pursuant to the Offering are subject to a four
month hold period that expires on January
16, 2022. An aggregate of 438,777 Warrants were issued in
connection with the closing of the Offering.
The Debentures will mature on September
15, 2023 (the "Maturity Date") and are secured by the
assets of the Company and bear interest at a rate of 8.0% per annum
payable quarterly in arrears in cash.
The Debentures cannot be redeemed for four months from closing
of the Offering; however can thereafter be repaid in part or in
full at any time subject to an early repayment fee equal to: (i) 6%
of the principal amount of the Debenture if repayment occurs prior
to the date that is six months following the Closing Date; (ii) 4%
of such principal amount if repayment occurs following the date
that is six months following the Closing Date but prior to the
first anniversary of the Closing Date; (iii) 3% of such principal
amount if repayment occurs following the first anniversary of the
Closing Date but prior to the date that is six months following
such first anniversary; or (iv) 2% of such principal amount if
repayment occurs following the date is six months following the
first anniversary of the Closing Date but prior to the Maturity
Date.
The Debentures and the Warrants issued pursuant to the Offering
and any Common Shares issued upon the exercise of Warrants, will be
subject to a hold period of four months plus one day from the date
of closing of the Offering, except as permitted by applicable
securities legislation and the rules of the TSX Venture Exchange
(the "Exchange"). The Offering is subject to approval by the
Exchange.
Finders acting in connection with this Offering received a
finder's fee in the aggregate total amount of $108,500 and an aggregate 187,067 finder's
warrants exercisable for Common Shares until September 15, 2022 at an exercise price of
$0.58 per share.
The Corporation will use the proceeds of the Offering for
corporate and general working capital purposes.
The completion of the Offering is tied to the negotiation of an
enhanced credit facility with a Schedule I Canadian Bank that the
Company will provide an update on in the near-term.
About Newtopia
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 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 and is currently
listed on the Toronto Stock Exchange (TSXV: NEWU). To learn more,
visit newtopia.com, Facebook, LinkedIn or Twitter.
Forward Looking Statements
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, Exchange approval of the Offering, the use of proceeds from
the Offering, the Company negotiating and/or entering into an
updated enhanced credit facility with its Schedule I Canadian bank
lender on favorable terms or at all, statements relating to
Newtopia's business plans and outlook. 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 press release
include, without limitation: the termination of contracts by
clients, 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.
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 the 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.