/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
TORONTO, April 29,
2022 /CNW/ - Newtopia Inc. ("Newtopia" or the
"Company") (TSXV: NEWU) (OTCQB: NEWUF), a tech-enabled
habit change provider focused on preventing, slowing and reversing
chronic disease, is pleased to announce that it has closed a
brokered private placement offering of 16,950,000 units of the
Company (the "Units") at a price of $0.20 per Unit (the "Offering Price") for
aggregate gross proceeds of $3,390,000 (the "Brokered
Offering"). The Offering was conducted through Bloom Burton
Securities Inc. (the "Agent"). 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 $0.30 per Common Share, subject to adjustments in
certain events, until April 29, 2024.
![Newtopia logo (CNW Group/Newtopia Inc.) Newtopia logo (CNW Group/Newtopia Inc.)](https://mma.prnewswire.com/media/1807672/Newtopia_Inc__Newtopia_Raises__3_5_Million.jpg)
The Company is also concurrently completing a non-brokered
private placement of 550,000 Units, at the Offering Price with
certain insiders (as defined under applicable securities laws) of
the Company for aggregate gross proceeds of $110,000 (the "Non-Brokered Offering", and
together with the Brokered Offering, collectively, the
"Offerings") on the same terms as the Brokered Offering. No
fees or commissions are payable to the Agent in connection with the
Non-Brokered Offering. The Non-Brokered Offering is expected to
close on or about May 6, 2022.
The net proceeds of the Offerings will be used to fund general
working capital and for general corporate purposes.
"We are pleased to announce the closing of this equity offering,
which strengthens our balance sheet and provides us with the
necessary capital to continue to invest in our long-term growth
strategy," said Jeff Ruby, Founder
and CEO of Newtopia. "We want to thank our officers, directors and
existing shareholders for their ongoing support and participation
in this round, as well as welcome new shareholders into our growing
base of investors. Newtopia remains poised to continue our mission
of providing whole person care to prevent, reverse and slow the
progression of chronic disease, while also delivering sustainable
clinical and economic outcomes for our health insurer
customers."
In consideration for the services provided by the Agent in
connection with the Brokered Offering, the Agent received:
(i) a cash fee equal to 7.0% of the gross proceeds of the
Brokered Offering, subject to a reduced cash fee of a maximum of 2%
of the aggregate gross proceeds realized from the Units sold by the
Agent to management, board members and other insiders (as defined
under applicable securities laws) of the Company identified by the
Company to the Agent (the "President's List Purchasers");
and (ii) 904,050 non-transferable broker warrants (the
"Broker Warrants"), which represents 7.0% of the total
number of Units sold under the Brokered Offering to purchasers who
were not President's List Purchasers. Each Broker Warrant is
exercisable into one Common Share at the Offering Price, subject to
adjustments in certain events, until April 29, 2024.
All securities issued in connection with the Offerings are
subject to a hold period which will expire on August 30, 2022,
the date that is four months and one day from the closing of the
Offerings. The Offerings are subject to final acceptance of the TSX
Venture Exchange ("TSXV"). The TSXV has conditionally
accepted the Offerings.
The Units were sold in reliance on exemptions from the
prospectus requirements in the Province of Ontario.
The securities referred to in this news release have not been,
nor will they be, registered under the
United States Securities Act of 1933, as amended,
and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S.
persons absent United States
registration or an applicable exemption from the United States 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.
The participation of certain officers and directors of the
Company in the Offerings are "related party transactions" as
defined under Multilateral Instrument 61-101 ("MI 61-101").
The transaction is exempt from the formal valuation requirements of
MI 61-101 as none of the securities of the Company are listed on a
prescribed stock exchange. The transaction is exempt from the
minority shareholder approval requirements of MI 61-101 as, at the
time the transaction was agreed to, neither the fair market value
of, nor the fair market value of the consideration for, the
transaction, insofar as it involves interested parties, exceeded
25% of the Company's market capitalization. In addition, two
directors of the Company subscribed for an aggregate of 1,250,000
Units for aggregate gross proceeds of $250,000 under the Brokered Offering.
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 behavioural 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 and quoted on the OTC Venture
Market in the United States (TSXV:
NEWU) (OTCQB: NEWUF). To learn more, visit newtopia.com,
LinkedIn or Twitter.
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 Offerings, 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 TSXV nor its Regulation Services Provider (as that
term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news
release.
SOURCE Newtopia Inc.