MONTREAL, Nov. 28, 2019 /CNW/ - Mondias Natural
Products Inc. (TSXV: NHP) (the "Company" or
"Mondias") specializing in evidence-based botanical products
for the healthcare and bio-agriculture markets, today announces
that it is arranging a non-brokered financing of unsecured
convertible debentures in the principal amount of CAD$500,000. The Company will use the
proceeds to implement a digital marketing campaign, launch new
natural health products, further pursue strategic partnerships and
for general corporate purposes. The Offering of the Debentures
is subject to the receipt of all necessary approvals, including the
final approval of the TSX Venture Exchange, and the Company expects
to complete an initial closing of the private placement
shortly.
![Logo: Mondias Natural Products Inc. (CNW Group/Mondias Natural Products Inc.) Logo: Mondias Natural Products Inc. (CNW Group/Mondias Natural Products Inc.)](https://mma.prnewswire.com/media/1037225/Mondias_Natural_Products_Inc__Mondias_Naturals_Announces_Unsecur.jpg)
The Debentures will mature on the date that is twenty-four
months from the date of issuance (the "Issue Date") and bear
interest at a rate of 10% per annum, calculated and paid quarterly
in arrears. The principal amount and any accrued and unpaid
interest on the Debentures may be convertible into units (each, a
"Unit"), at a price of C$0.25
per Unit, with each Unit comprised of one common share in the
Company (each, a "Common Share"), and one common share
purchase warrant (each, a "Warrant"). Each Warrant entitles
the holder thereof to acquire one Common Share at an exercise price
of C$0.35 per Common Share for a
period of 24 months following the issuance of the Warrant, in whole
or in part, at any time following the Issue Date but on or before
the Maturity Date. The warrants, when issued, will have an
acceleration clause in which the Company may accelerate the expiry
date of the Warrants in the event that the volume weighted average
closing price of the issued and outstanding common shares of the
Company is greater than $0.45 per
Common Share for a period of 10 consecutive trading days (the
"Acceleration Trigger").
The Debentures will have an acceleration provision pursuant to
which the Company has the right to force the conversion of the
Debentures, if the weighted average daily trading price of the
Company's common shares on the TSX-V is C$0.40 or more for 10 consecutive trading days.
The Debentures and the Common Shares and the Warrants issuable upon
the conversion of the Debentures will be subject to a statutory
resale restriction of four months and one day from the date of
closing. Mondias may pay finders' fees in accordance with TSX
Venture Exchange policies.
The Debentures will not be listed or posted for trading on any
exchange. Certain directors and officers of the Company
intend to participate in the financing of the Debentures. The
proposed issuance of the Debenture securities to non-arms' length
parties constitutes a "related party transaction" within the
meaning of Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). Because the
Company's shares trade only on the TSX Venture Exchange, the
issuance of securities is exempt from the formal valuation
requirements of Section 5.4 of MI 61-101 pursuant to Subsection
5.5(b) of MI 61-101 and exempt from the minority approval
requirements of Section 5.6 of MI 61-101. This news release is
being filed less than 21 days before the expected closing of the
Debentures because the Company wishes to complete the financing in
a timely manner.
About Mondias Natural Products Inc.
Mondias
specializes in the commercialization and development of
evidence-based botanical products for the healthcare,
bio-agriculture and organic markets. The company sells both oral
and topical botanical agents to help manage unmet medical needs
through its Holizen Laboratories division. Mondias is also
developing botanical-based specialty fertilizers for use on
household plants, lawns and golf courses and in urban gardens,
nurseries and greenhouses, in collaboration with McGill's Faculty
of Agricultural and Environmental Sciences.
For more information, visit: www.mondias.ca
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.
Forward-looking statements
Some statements in this
release may contain forward-looking information. All statements,
other than statements of historical fact, that address activities,
events or developments that the Company believes, expects or
anticipates will or may occur in the future (including, without
limitation, statements regarding potential acquisitions and
financings) are forward-looking statements. Forward-looking
statements are generally identifiable by the use of the words
"may", "will", "should", "continue", "expect", "anticipate",
"estimate", "believe", "intend", "plan" or "project" or the
negative of these words or other variations on these words or
comparable terminology. Forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond the
Company's ability to control or predict, that may cause the actual
results of the Company to differ materially from those discussed in
the forward-looking statements. Factors that could cause actual
results or events to differ materially from current expectations
include the Company's inability to obtain sufficient financing to
execute its business plan; competition; regulation; anticipated and
unanticipated costs and delays; the success of the Company's
research and development strategies; the ability to obtain orphan
drug status; the applicability of the discoveries made; the
successful and timely completion and uncertainties related to the
regulatory approval process; the timing of clinical trials; the
timing and outcomes of regulatory or intellectual property
decisions; and other risks disclosed in the Company's public
disclosure record on file with the relevant securities regulatory
authorities. Although the Company has attempted to identify
important factors that could cause actual results or events to
differ materially from those described in forward-looking
statements, there may be other factors that cause results or events
not to be as anticipated, estimated or intended. Readers should not
place undue reliance on forward-looking statements. The
forward-looking statements in this news release are made as of the
date of this news release, and the Company does not undertake any
obligation to publicly update them to reflect new information or
subsequent events or otherwise except as required by applicable
securities legislation.
SOURCE Mondias Natural Products Inc.