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.
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.
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.
For further information: Mondias Natural Products Inc., Patrick Frankham, PhD, MBA, Chief Executive Officer, 514-943-1899, [email protected]; Relations Publiques Paradox Inc., 514-341-0408