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TORONTO, Sept. 11,
2023 /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 intends to seek
approval of the TSX Venture Exchange (the "TSXV") and each
of the holders (collectively, the "Holders") of the
subordinated and postponed 8.0% secured non-convertible debentures,
which were issued on September 15,
2021 by way of non-brokered private placement and maturing
on September 15, 2023 (collectively,
the "Debentures"). The Company is contemplating the
following amendments: (a) to extend the maturity date of the
Debentures by one year to September 15,
2024 (the "New Maturity Date"); (b) the Debentures
will bear interest at a rate of 12.0% for the period from
September 15, 2023 until the New
Maturity Date; and (c) the Debentures will include an early
repayment fee equal to (i) six percent (6%) of the principal
amount of the Debentures if such repayment occurs following
September 15, 2023 but prior to March 15, 2024; and (ii) four
percent (4%) of the principal amount of the Debentures if such
repayment occurs following March 15, 2024 but prior to the New
Maturity Date (collectively, the "Proposed Amendments").
As consideration, the Holders that approve the Proposed
Amendments will receive, for no additional consideration, such
number of common shares in the capital of the Company (each whole
common share, an "Amendment Bonus Share", and collectively,
the "Amendment Bonus Shares") as is equal to 10% of the
principal of amount of Debentures held divided by $0.115, being the closing market price of the
common shares of the Company on the TSXV on September 11, 2023. In the event that all of the
Debentures are amended, being the principal amount of approximately
$2.545 million, a maximum of
2,213,043 Bonus Shares will be issued in connection with the
Proposed Amendments.
Simultaneously with the proposed amendment of the Debentures,
the Company announced a proposed non-brokered offering of
subordinated and postponed 12% secured non-convertible debenture
units (the "Units") pursuant to which Newtopia proposes to
raise gross proceeds of up to $2.545
million (the "Offering") to repay any of the
Debentures that do not approve the Proposed Amendments and instead
mature on September 15, 2023 and are
therefore required to be repaid. The Company expects to use the
proceeds of the Offering to repay any of the Debentures that are
not otherwise extended pursuant to the Proposed Amendments. The
Company expects that the proceeds of the Offering will be equal to
the principal amount of the Debentures that are not extended
pursuant to the Proposed Amendments.
Up to 255 Units may be issued pursuant to the Offering. Each
Unit is comprised of: (i) $10,000 principal amount of
subordinated and postponed secured non-convertible debentures of
the Company (the "Replacement Debentures"); and (ii) for no
additional consideration, such number of common shares in the
capital of the Company (each whole common share, a "Bonus
Share", and collectively, the "Bonus Shares") as is
equal to 10% of the principal amount of Debentures purchased
divided by $0.115, being the closing
market price of the common shares of the Company on the TSXV on
September 11, 2023. In the event that
the maximum amount of Debentures are issued in connection with the
Offering, a maximum of 2,213,043 Bonus Shares will be issuable in
connection with the Offering. In any event, the maximum amount of
Bonus Shares and Amendment Bonus Shares will not be greater than
2,213,043 common shares in the capital of the Company.
The Debentures will mature on the date that is 12 months from
the closing date (the "Closing Date") of the Offering and
are secured by the assets of the Company and bear interest at a
rate of 12.0% per annum payable quarterly in arrears in cash.
The Company will pay to the holders of the Debentures an annual
work and credit maintenance fee of 2% of the principal amount in
cash to be paid on the date that is two months following the
completion of the Offering.
The Debentures and the Bonus Shares to be issued pursuant to the
Offering and the Amendment Bonus Shares issued in connection with
the Proposed Amendments, 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 TSXV. The
Offering and the Proposed Amendments is subject to approval by the
TSXV and the consent of the Company's Schedule I bank secured
lender.
As consideration for certain services provided to the Company in
connection with the Offering, the Company may pay a finder's fee
comprised of a cash fee equal to 6% of the principal amount of
Debentures purchased by subscribers that are introduced to the
Company by each such finder and such number of compensation options
to purchase common shares in the capital of the Company (the
"Compensation Options") calculated based on 6% of the
principal amount of Replacement Debentures purchased by subscribers
that were introduced to the Company by each such finder divided by
$0.115, being the closing market
price of the common shares of the Company on the TSXV on
September 11, 2023. Each Compensation
Option is exercisable into one common share of the Company at
$0.115 per share, subject to
adjustments in certain events, until the date that is 24 months
following the Closing Date.
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.
To learn more, visit newtopia.com, Facebook, LinkedIn or
Twitter.
Forward Looking Statements
This press 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, TSXV and senior secured lender approval of the Offering and
Proposed Amendment, approval of the Holders in respect of the
Proposed Amendments, 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.