Else
Nutrition Announces Closing of $20.7 Million Upsized Bought Deal
Public Offering and
Concurrent $5
million
Private Placement
VANCOUVER,
BC / October 6, 2020 -- InvestorsHub NewsWire
-- ELSE NUTRITION HOLDINGS
INC. (TSXV:BABY) (OTCQX:BABYF) (FSE:0YL) ("Else"
or the "Company"),
is pleased to announce that it has closed its previously
announced upsized bought deal
public
offering of units
(the "Units")
for aggregate gross proceeds of
approximately CAD$20.7 million, including the exercise of the
over-allotment option in full (the "Offering").
The Company issued 9,200,000 Units at a price of
CAD$2.25 per Unit, each Unit consisting of one common share of
the Company (a
"Share")
and one-half of one common share purchase warrant, with each whole
warrant (a
"Warrant")
entitling the holder to
purchase one Share at the price of CAD$3.25 per Share until October
6, 2022. The Company has received
approval from the TSX Venture Exchange ("TSXV")
to list the Warrants issued pursuant to the Offering, and the
Warrants are expected to be listed and posted for trading on the
TSXV under the ticker symbol "BABY.WT" effective on or about
October 8, 2020.
Concurrent with
the Offering, the Company issued 2,224,111 Units on a private placement
basis, for additional gross proceeds of approximately
CAD$5 million (the
"Private
Placement"). New H2 Limited ("New
H2"), a wholly owned subsidiary
of Health and Happiness (H&H) International Holdings Ltd, a
Hong Kong Stock Exchange company (HK:1112), subscribed for
CAD$4,000,000 worth of Units in the Private Placement pursuant to a
previously disclosed investor rights agreement dated
March 2,
2020 between the Company and
New H2.
In total, the
Company received gross proceeds of approximately
CAD$25.7
million from the
closing of the Offering and Private Placement.
The Offering was
conducted on a bought deal basis by Canaccord Genuity Corp. and
Haywood Securities Inc.
(collectively, the "Underwriters").
On closing, the Company issued to the Underwriters an
aggregate of 597,920 broker warrants
(the "Broker
Warrants"), each Broker Warrant
entitling the holder to purchase one Share at the
price of CAD$2.25 per Share until October 6,
2022.
The Units
issued pursuant
to the Offering were offered by way of a
short form prospectus filed in all provinces of Canada except
Quebec and elsewhere on a private placement basis. The Company
intends to use the net proceeds of the Offering and the Private
Placement for marketing,
distribution, inventory and general corporate
purposes.
All securities
issued in connection with the Private Placement are subject to a
four month hold period pursuant to the policies of the TSX Venture
Exchange and applicable securities laws.
The securities
offered have not been, nor will they be, registered under the U.S
Securities Act of 1933 (the
"U.S.
Securities Act") or any state securities laws, and
may not be offered or sold in the United States or to, or for the
account or benefit of,
any
person in the
United States or to U.S. Persons (as such term is defined in
Regulation S under the U.S.
Securities Act) absent registration or an
applicable exemption from the registration requirements. This news
release will not constitute an offer to sell or the solicitation of
an offer to buy nor will there be any sale of
the securities in any state in which such offer, solicitation or
sale would be unlawful.
MI
61-101
New
H2's
subscription for Units in the Private
Placement constitutes a "related party transaction" within the
meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101
- Protection
of Minority Security Holders in Special Transactions
("MI
61-101"). The transaction is exempt
from the formal valuation requirements of MI 61-101 pursuant to
section 5.5(a) and the minority shareholder approval requirements
of MI 61-101 pursuant to section 5.7(1)(a) as the fair market value
of the related party's subscription will not be more than 25% of
the Company's market capitalization. The Company will be filing a
material change report in respect of the related party transaction
on SEDAR less than 21 days prior to the closing of the
transaction due to the fact that
the Company
wished to close the transaction as soon as possible.
About Else
Nutrition Holdings Inc.
Else Nutrition GH
Ltd. is an Israel-based food and nutrition company focused on
developing innovative, clean and plant-based food and
nutrition products for infants, toddlers, children, and adults. Its
revolutionary, plant-based, non-soy, formula
is a clean-ingredient alternative to dairy-based formula. Else
Nutrition (formerly INDI) won the "2017 Best Health and Diet
Solutions" award at the Global Food Innovation Summit
in Milan.
The holding
company, Else Nutrition Holdings Inc, is a publicly traded company,
listed on the TSX Venture Exchange under the trading
symbol BABY and is quoted on the US OTC Markets QX board under the
trading symbol BABYF and on the Frankfurt Exchange under the symbol
0YL. Else's Executives includes leaders hailing from leading infant
nutrition companies. Many of Else advisory board members had past
executive roles in companies such as Mead Johnson, Abbott
Nutrition, Plum Organics and leading infant nutrition Societies,
and some of them currently serve in different roles in leading
medical centers and academic institutes such as Boston Children's
Hospital, Pediatrics at Harvard Medical School, USA, Tel Aviv
University, Schneider Children's Medical Center of Israel, Rambam
Medical Center and Technion, Israel and University Hospital
Brussels, Belgium.
For more
information, visit: elsenutrition.com or @elsenutrition on Facebook
and Instagram.
For
additional information, contact:
Ms.
Hamutal
Yitzhak, CEO,
Co-Founder & Director
ELSE Nutrition
Holdings Inc.
E:
hamutaly@elsenutrition.com
P:
+972(0)3-6445095
Mr.
Sokhie
Puar,
Director
ELSE Nutrition
Holdings Inc.
E:
sokhiep@elsenutrition.com
P:
604-603-7787
TSX Venture
Exchange
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.
Caution
Regarding Forward-Looking Statements
This press
release contains statements that may constitute "forward-looking
statements" within the meaning of applicable securities
legislation. Forward-looking statements are typically identified by
words such as "will" or similar expressions. Forward-looking
statements in this press release include, but are not limited to,
statements relating to the trading date of the Warrants
and the intended use of the net
proceeds of the Offering
and the Private
Placement.
Such forward-looking statements reflect current estimates,
beliefs
and assumptions,
which are based on management's perception of current conditions
and expected future developments, as well as other factors
management believes are appropriate in the circumstances. No
assurance can be given that the foregoing will prove to be correct.
Actual results may differ from the estimates, beliefs and
assumptions expressed or implied in the forward-looking statements.
Readers are cautioned not to place undue reliance on any
forward-looking statements, which reflect management's expectations
only as of the date of this press release. The Company disclaims
any obligation to update or revise any forward-looking statements,
whether as
a result of new information, future
events or otherwise, except as required by law.
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