/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, June 27,
2023 /CNW/ - Newtopia Inc. ("Newtopia" or the
"Company") (TSXV: NEWU) (OTCQB: NEWUF), a tech-enabled whole
health platform creating sustainable habits that prevent, slow, and
reverse chronic disease, today announced a proposed non-brokered
offering of subordinated and postponed 13% secured non-convertible
debenture units (the "Units") pursuant to which Newtopia
proposes to raise gross proceeds of up to $500,000 (the "Offering"). The
Company expects to use the proceeds of the Offering for corporate
and general working capital purposes.
Up to 50 Units may be issued pursuant to the Offering. Each Unit
is comprised of: (i) $10,000 principal amount of subordinated
and postponed secured non-convertible debentures of the Company
(the "Debentures"); and (ii) for no additional
consideration, such number of common shares in the capital of the
Company (each whole common share, a "Bonus Share", and
collectively, the "Bonus Shares") as is equal to 20% of the
principal amount of Debentures purchased divided by $0.065, being the closing market price of the
common shares of the Company on the TSX Venture Exchange (the
"TSXV") on June 26, 2023. In
the event that the maximum amount of Debentures are issued in
connection with the Offering, a maximum of 1,538,461 Bonus Shares
will be issuable in connection with the Offering.
The Debentures will mature on the date that is 24 months from
the closing date (the "Closing Date") of the Offering (the
"Maturity Date") and are secured by the assets of the
Company and bear interest at a rate of 13% per annum payable
quarterly in arrears in cash.
The Company will pay to the holders of the Debentures an annual
work and credit maintenance fee of 2% of the principal amount in
cash. The annual maintenance fee will be paid in advance for each
year, with the first payment due and payable on the date that is
three (3) months following the Closing Date and the final
maintenance fee payment due and payable on the one-year anniversary
of the Closing Date.
To demonstrate continued support of the Company's growth plans,
Roger Poirier, a director, intend to
participate in the Offering. Such participation is considered a
related party transaction within the meaning of Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The related party
transaction is exempt from minority approval, information circular,
and formal valuation requirements pursuant to the exemptions
contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither
the fair market value of the gross securities issued nor the
consideration paid exceeds 25% of the Company's market
capitalization.
The Debentures and the Bonus Shares to be issued pursuant to the
Offering, will be subject to a hold period of four months plus one
day from the Closing Date, except as permitted by applicable
securities legislation and the rules of the TSXV. The Offering is
subject to approval by the TSXV and the consent of the Company's
Schedule I bank secured lender.
As consideration for certain services provided to the Company in
connection with the Offering, the Company has agreed to pay a
finder's fee comprised of a cash fee equal to 5% of the principal
amount of Debentures purchased by subscribers that are introduced
to the Company by each such finder (the "Cash Fee") (other
than in respect of Debentures sold to persons included on the
president's list of the Company, for which no Cash Fee shall be
payable).
About Newtopia
Newtopia is a personalized whole health platform helping people
create positive lifelong habits that prevent, slow, or reverse
chronic disease while reducing healthcare costs. The platform
leverages genetic, social and behavioral insights to create
individualized prevention programs with a focus on metabolic
disease, diabetes, mental health challenges, hypertension, weight
management and musculoskeletal disorders. With a person-centered
approach that combines virtual care, digital tools, connected
devices and actionable data science, Newtopia delivers sustainable
clinical and financial outcomes. Newtopia serves some of the
largest nationwide employers and health plans and is currently
listed in Canada on the Toronto
Stock Exchange (TSXV: NEWU) and is quoted in the US on the
OTCQB® Venture Market (OTCQB: NEWUF). To learn
more,
visit newtopia.com, LinkedIn or Twitter.
To learn more, visit newtopia.com, Facebook, LinkedIn or
Twitter.
Forward Looking
Statements
This press release contains forward-looking information and
forward-looking statements, within the meaning of applicable
Canadian securities legislation, and forward looking statements,
within the meaning of applicable United
States securities legislation (collectively,
"forward-looking statements"), which reflects management's
expectations regarding Newtopia's future growth, results from
operations (including, without limitation, future production and
capital expenditures), performance (both operational and financial)
and business prospects and opportunities. Wherever possible, words
such as "predicts", "projects", "targets", "plans", "expects",
"does not expect", "budget", "scheduled", "estimates", "forecasts",
"anticipate" or "does not anticipate", "believe", "intend" and
similar expressions or statements that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur
or be achieved, or the negative or grammatical variation thereof or
other variations thereof, or comparable terminology have been used
to identify forward-looking statements. All statements other than
statements of historical fact may be forward-looking information.
Such statements reflect Newtopia's current views and intentions
with respect to future events, based on information available to
Newtopia, and are subject to certain risks, uncertainties, and
assumptions. Material factors or assumptions were applied in
providing forward-looking information. While forward-looking
statements are based on data, assumptions and analyses that
Newtopia believes are reasonable under the circumstances, whether
actual results, performance or developments will meet Newtopia's
expectations and predictions depends on a number of risks and
uncertainties that could cause the actual results, performance and
financial condition of Newtopia to differ materially from its
expectations. These forward-looking statements include, among other
things, TSXV and senior secured lender approval of the Offering,
the use of proceeds from the Offering, statements relating to
Newtopia's business plans and outlook. Forward-looking statements
are not a guarantee and are based on a number of estimates and
assumptions management believes to be relevant and reasonable,
whether actual results, performance or developments will meet
Newtopia's expectations and predictions depends on a number of
risks and uncertainties that could cause the actual results,
performance and financial condition of Newtopia to differ
materially from its expectations. Certain of the "risk factors"
that could cause actual results to differ materially from
Newtopia's forward-looking statements in this press release
include, without limitation: the termination of contracts by
clients, risks related to COVID-19 including various
recommendations, orders and measures of governmental authorities
to try to limit the pandemic, including travel restrictions, border
closures, non-essential business closures, quarantines,
self-isolations, shelters-in-place and social distancing,
disruptions to markets, economic activity, financing, supply
chains and sales channels, and a deterioration of general
economic conditions including a possible national or global
recession; and other general economic, market and business
conditions and factors, including the risk factors discussed or
referred to in Newtopia's disclosure documents, filed with the
securities regulatory authorities in certain provinces of
Canada and available at
www.sedar.com including Newtopia's final long form prospectus dated
March 30, 2020.
Should any factor affect Newtopia in an unexpected manner, or
should assumptions underlying the forward-looking information prove
incorrect, the actual results or events may differ materially from
the results or events predicted. Any such forward-looking
information is expressly qualified in its entirety by this
cautionary statement. Moreover, Newtopia does not assume
responsibility for the accuracy or completeness of such
forward-looking information. The forward-looking information
included in this press release is made as of the date of this press
release, and Newtopia undertakes no obligation to publicly update
or revise any forward-looking information, other than as required
by applicable law.
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.
SOURCE Newtopia Inc.