Calgary, Alberta – TheNewswire - April 13th 2021 – Voyageur Pharmaceuticals Ltd. (TSXV:VM) USA (OTC:VYYRF) (the “Company” or “Voyageur”), is pleased to announce a proposed non-brokered private placement financing of up to 11,500,000 units, for gross proceeds of up to $1,725,000 (the "Offering").  Under the Offering, the Company expects to raise up to $1,500,000, but has approved up to $1,725,000 to give the Company an option to increase the Offering by up to 15% to cover over-allocations, if any.  Pricing is as follows: A "Common Unit" priced at $0.15 where each Common Unit is comprised of one common share in the capital of the Company (each, a "Common Share") and one full Common Share purchase warrant, exercisable at $0.30 for twenty-four months from closing.  The Company will also offer "Flow-Through Units" priced at $0.18 per Flow-Through Unit and comprising one Common Share issued on a flow-through basis pursuant to the Income Tax Act (Canada) and one Common Share purchase warrant, exercisable at $0.40 for a period of twenty-four months from closing.  

The net proceeds received by Voyageur from the Offering will be used to advance Voyageur’s project:

        PEA/Pre-feasibilty Study/FC Development                           $500,000

        Sales and Marketing Initiatives                                  $150,000

        Product Roll Out & Testing                                          $300,000

        General Corporate Use                                          $350,000

        FDA/International Registrations                                  $200,000

        Total                                                                 $1,500,000

The selling jurisdictions for the Offering are expected to be the provinces of Alberta, Saskatchewan, Manitoba, British Columbia, Ontario and Quebec. The Common Units and Flow-Through Units will be sold on a private placement basis pursuant to ASC Rule 45-516 Prospectus Exemptions for Retail Investors and Existing Security Holders through an investment dealer (the "Dealers Exemption") and to existing shareholders (the "Existing Shareholder Exemption"), and the "Accredited Investor" exemption contained in National Instrument 45-106 and certain other available exemptions. The Offering is being offered to all of the existing shareholders of Voyageur who are permitted to subscribe pursuant to the Existing Shareholder Exemption. As the Company is relying on the Dealers Exemption, it confirms that there is no material fact or material change related to the Company which has not been generally disclosed. The Common Units may also be placed privately in the United States with certain qualified buyers.

 

The Offering may close in tranches and one or more closings are expected to occur prior to the final closing date. Commissions to qualified finders will consist of 8% cash and where applicable and permitted, 8% broker/finder's warrants.

 

Any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below.

 

The Company has set April 13, 2021 as the record date for determining existing shareholders entitled to subscribe for Common Units or Flow-Through Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing Common Units or Flow-Through Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the

 

Existing Shareholder Exemption, including that they were, on or before the record date, a shareholder of the Company and still are a shareholder as at the closing date. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.

 

Unless the Company determines to increase the gross proceeds of the Offering, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $1,725,000, the Common Units and Flow-Through Units will be allocated pro rata among all subscribers qualifying under all available exemptions. The split of the Offering between Common Units and Flow-Through Units will be at the discretion of the Company, however the Company expects that it will accept maximum proceeds of $500,000 from Flow-Through Unit subscriptions.

 

Completion of the Offering is subject to regulatory approval including, but not limited to, the approval

of the TSX Venture Exchange. The securities issued will be subject to a four month hold period from

the date of the closing of the Offering.

 

About Voyageur

Voyageur Pharmaceuticals Ltd. is Canadian public company listed on the TSX Venture Exchange under the trading symbol VM. Voyageur is focused on the development of barite and iodine, Active Pharmaceutical Ingredient (API) minerals. The near-term focus is developing barium and iodine radio-contrast pharmaceutical products. Voyageur’s goal is to initially generate near term positive cash flow from operations using third party GMP pharmaceutical manufacturers in Canada and internationally. Ultimately, Voyageur has plans to build all the required infrastructure to become 100% self-sufficient

 

with all manufacturing. Voyageur owns a 100% interest in three barium sulfate (barite) projects with interests in a potentially high-grade iodine, lithium & bromine brine project located in Utah, USA.

 

Voyageur is moving forward with its business plan of becoming the only fully-integrated company in the radiographic contrast medical field, by controlling all primary input costs under the motto of: "From the Earth to the Bottle"

 

For Further Media Information or to set up an interview, please contact:

Brent Willis

President & CEO

E brent@vpharma.ca

 

Ron Love

CFO

T 403.818.6086

E ronl@vpharma.ca

www.voyageurpharmaceuticals.ca

 

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

 

Forward Looking Information

This news release may contain certain forward-looking information and statements, including, without limitation, the closing of the Offering, statements pertaining to the allocation between Common Units and Flow-Through Units, use of proceeds, and the Company's ability to obtain necessary approvals from the TSX Venture Exchange. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information.  A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company's disclosure documents on the SEDAR website at www.sedar.com. Voyageur does not undertake to update any forward-looking information except in accordance with applicable securities laws.

 

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