/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO, Dec. 15,
2022 /CNW/ - Newtopia Inc. ("Newtopia" or
the "Company") (TSXV: NEWU) (OTCQB: NEWUF), a tech-enabled
whole health platform creating sustainable habits that prevent,
slow, and reverse chronic disease, today announced it has closed
its previously announced non-brokered offering of subordinated and
postponed 13% secured non-convertible debenture units (the
"Units") for gross proceeds of CAD$1.35 million (the "Offering").
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) for no additional consideration,
66,666 common shares of the Company (each whole common share, a
"Bonus Share", and collectively, the "Bonus Shares").
The Bonus Shares are calculated based on 20% of the principal
amount of the Debentures purchased divided by $0.03, being the closing market price of the
common shares of the Company on November 30,
2022, being the closing price on the trading day prior to
the day on which the Offering was initially announced. The
securities issued pursuant to the Offering are subject to a four
month hold period that expires on April 16,
2023. An aggregate of 8,999,990 Bonus Shares were issued in
connection with the closing of the Offering.
The Debentures will mature on December
15, 2024 (the "Maturity Date") and are secured by the
assets of the Company and bear interest at a rate of 13.0% per
annum payable quarterly in arrears in cash.
To demonstrate continued support of the Company's growth plans,
Jeff Ruby, the Company's Chief
Executive Officer, Chairperson and director, as well as
Roger Poirier (directly, and as well
as through an entity controlled by him), a director, participated
in the Offering in an aggregate amount of $120,000. Such participation is considered a
related party transaction within the meaning of Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The related party
transaction is exempt from minority approval, information circular,
and formal valuation requirements pursuant to the exemptions
contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither
the fair market value of the gross securities issued nor the
consideration paid exceeds 25% of the Company's market
capitalization.
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 Debentures if repayment occurs prior
to the date that is six months following the closing date of the
Offering (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 Bonus Shares issued pursuant to the
Offering will be subject to a hold period of four months plus one
day from the Closing Date, 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 the Offering received a
finder's fee in the aggregate total amount of $5,500.
The Company will use the proceeds of the Offering for corporate
and general working capital purposes.
About Newtopia
Newtopia is a personalized whole health platform helping people
create positive lifelong habits that prevent, slow, or reverse
chronic disease while reducing healthcare costs. The platform
leverages genetic, social and behavioral insights to create
individualized prevention programs with a focus on metabolic
disease, diabetes, mental health challenges, hypertension, weight
management and musculoskeletal disorders. 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 in Canada on the Toronto
Stock Exchange (TSXV: NEWU) and is quoted in the US on the
OTCQB® Venture Market (OTCQB: NEWUF). To learn
more, visit newtopia.com, 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, the Exchange and senior secured lender approval of the
Offering, the use of proceeds from the Offering, 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 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 the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Newtopia Inc.