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TORONTO, Jan. 18, 2018 /CNW/ - Nuuvera Inc. (TSXV: NUU) (the "Company") is pleased to announce today that, due to strong demand, it has agreed with Clarus Securities Inc. ("Clarus") and Canaccord Genuity Corp. ("Canaccord", and collectively with Clarus the "Co-Lead Underwriters") on behalf of a syndicate of underwriters (collectively, the "Underwriters"), to increase the size of its previously announced C$35,000,020 "bought deal" offering. Pursuant to the upsized deal terms, the Underwriters have agreed to purchase, on a "bought deal" basis 8,181,820 units of the Company (the "Units") at a price of C$5.50 per Unit (the "Offering Price") for aggregate gross proceeds to the Company of C$45,000,010 (the "Offering"). Each Unit will be comprised of one common share of the Company (a "Unit Share") and one half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company (a "Warrant Share") at a price of C$7.20 for a period of 24 months following the Closing Date (as defined below).
The Company has also agreed to grant the Underwriters an over-allotment option to purchase an additional 1,227,273 Units at the Offering Price, exercisable in whole or in part, for a period ending 30 days from and including the Closing Date. In the event the over-allotment option is exercised in full, the aggregate gross proceeds of the Offering will be approximately C$51,750,002.
The Units will be offered in the provinces of British Columbia, Alberta and Ontario by short form prospectus, and in those jurisdictions outside of Canada which are agreed to by the Company and the Underwriters, where the Units can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.
The Offering is expected to close on or about February 9, 2018 (the "Closing Date") and is subject to certain conditions, including but not limited to, the receipt for all necessary approvals including the approval of the TSX Venture Exchange (the "TSXV").
The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
In connection with the Offering, Delavaco Group has been appointed as a special advisor to the Company.
Further to its earlier press release, Nuuvera would like to clarify that it has entered into a definitive agreement to acquire the Italian medical cannabis import licence and the transaction is anticipated to close on or about January 31, 2018, subject to customary closing conditions, including the approval of the TSX Venture Exchange. The purchase price for all of the outstanding shares of FL Group, the holder of the licence, is up to approximately 1,000,000 Euro with approximately 850,000 Euro payable upon closing of the transaction and up to approximately 150,000 Euro payable over two years, subject to certain adjustments in accordance with the terms of the definitive agreement.
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Nuuvera is a global cannabis company founded on Canadian principles, and built with the whole world in mind. Nuuvera is currently working with partners in Germany, Israel and Italy, and is exploring opportunities in several other countries, to develop commercial production and global distribution of medical grade cannabis in legalized markets. Through its subsidiaries, ARA – Avanti Rx Analytics Inc. and Avalon Pharmaceutical Inc., Nuuvera holds a Dealer License (GMP) under the Narcotic Control Regulations and Office of Controlled Substances. Nuuvera is currently in the final stages of the Health Canada review process to become a Licensed Producer of medical marijuana under the ACMPR, and has recently received its "letter to build" approval.
For more information, visit www.nuuvera.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This release includes forward-looking statements regarding Nuuvera and its business. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of Nuuvera. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting Nuuvera, including risks regarding the cannabis industry, failure to obtain regulatory approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although Nuuvera has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward- looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made Nuuvera undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange has in no way passed upon the merits of the transaction and has neither approved nor disapproved the content of this press release.
SOURCE Nuuvera Inc.
For further information: Jordan Greenberg, CFO, Nuuvera Corp., [email protected]