Devonian Health Group Announces the Issuance of Securities in Interest Settlement Due to Debenture Holders, a $330,000 Non-Br...
April 22 2020 - 4:30PM
Business Wire
Devonian Health Group Inc. (“Devonian” or the
“Corporation”) (TSXV: GSD), a clinical stage botanical
pharmaceutical corporation focused on developing a unique portfolio
of botanical pharmaceutical and cosmeceutical products, announces
that, conditional to the approval of the TSX Venture Exchange, it
will issue the following securities in consideration of interest
payable to the holders of debentures issued in the private
placement as announced in press releases dated July 19, 2018 and
August 31, 2018:
- 146,561 units at a unit price of $ 0.202 (each, a
“Unit”) will be issued to holders of debentures issued in
the second tranche of the private placement closed on August 31,
2018, in consideration for the interest due on February 28, 2020
for an aggregate amount of $ 34,364. Each Unit consists of one
subordinate voting share of the Corporation (a “Subordinate
Voting Share”) and one warrant (a “Warrant”). Each
Warrant entitles its holder to subscribe for one Subordinate Voting
Share of the Corporation at a price of $ 0.25 for a period of 48
months, and
- 24,549 Subordinate Voting Shares will be issued to Mr. Jacques
Bernier, holder of debentures issued in the second tranche of the
private placement closed on August 31, 2018. These Subordinate
Voting Shares are issued against the interest due to Mr. Jacques
Bernier on February 28, 2020 for an aggregate amount of $
4,959.
The Subordinate Voting Shares and the Warrants are and will be
subject to a hold period of 4 months and one day.
The payment of interest in the form of securities of the
Corporation takes place in favor of Mr. Jacques Bernier (for an
amount of $ 4,959 or 24,549 Subordinate Voting Shares), a director
of the Corporation, which constitutes a “related party transaction”
within the meaning of Regulation 61-101 respecting protection of
minority security holders in special transactions (“Regulation
61-101”) and within the meaning of Policy 5.9 of the Stock
Exchange – Protection of Minority securities holders in Special
Transactions. However, the directors of the Corporation who voted
have determined that exemptions from the formal valuation and
minority approval requirements provided for in sections 5.5 (a) and
5.7 (1) (a) of Regulation 61-101 respectively may be invoked as
neither the fair market value of the Subordinate Voting Shares
issued to such insider nor the fair market value of the
consideration paid exceeds 25% of the market capitalization of the
Corporation. No director of the Corporation has expressed a
contrary opinion or disagreement with the foregoing.
A material change report relating to this transaction with a
related party will be filed by the Corporation no later than 21
days prior to the date on which Subordinate Voting Shares and Units
are expected to be issued as the conditions of participation of
unrelated persons on the one hand and related persons on the other
hand in connection with the issuance of Subordinate Voting Shares
and Units were not determined.
Non-Brokered Private Placement
The Corporation also announces a non-brokered private placement
of 1,555,554 units of the Corporation (each, a “First Offering
Unit”), at a price of $0.15 per First Offering Unit, for an
aggregate gross proceeds of $ 173,333 (the “First
Offering”) and 994,712 units of the Corporation (each, a
“Second Offering Unit” and collectively with the First
Offering Unit, the “Offering Units”), at a price of $ 0.1575
per Second Offering Unit, for an aggregate gross proceeds of $
156,667 (the “Second Offering” and collectively with
the First Offering, the “Offerings”).
Each First Offering Unit subscribed for under the First Offering
is comprised of one Subordinate Voting Shares and one warrant (a
“First Offering Warrant”). Each First Offering Warrant shall
entitle the holder thereof to subscribe for one Subordinate Voting
Share of the Corporation, at a price of $0.25 per Subordinate
Voting Share, for a period of 24 months following the closing of
the Offering, subject to acceleration provision. Each Second
Offering Unit subscribed for under the Second Offering is comprised
of one Subordinate Voting Shares and one warrant (a “Second
Offering Warrant”). Each Second Offering Warrant shall entitle
the holder thereof to subscribe for one Subordinate Voting Share of
the Corporation, at a price of $ $0.25 per Subordinate Voting
Share, for a period of 24 months following the closing of the
Offering, subject to acceleration provision.
The issuance of Offering Units is conditional to the approval of
the TSX Venture Exchange and will be subject to a hold period of 4
months and one day.
The Offerings take place in favor of Mr. Tarique Saiyed (for an
aggregate amount of $ 200,000 or 1,283,599 Offering Units), a
director and secretary of the Corporation, which constitute
“related party transactions” within the meaning of Regulation
61-101 and within the meaning of Policy 5.9 of the Stock Exchange –
Protection of Minority securities holders in Special Transactions.
However, the directors of the Corporation who voted have determined
that exemptions from the formal valuation and minority approval
requirements provided for in sections 5.5 (a) and 5.7 (1) (a) of
Regulation 61-101 respectively may be invoked as neither the fair
market value of the Offering Units issued to such insider nor the
fair market value of the consideration paid exceeds 25% of the
market capitalization of the Corporation. No director of the
Corporation has expressed a contrary opinion or disagreement with
the foregoing.
Grant of Options
In addition, the Corporation announces that the Board of
Directors has approved the grant of options (the “Options”)
to purchase Subordinate Voting Shares in the capital of the
Corporation. These Options are exercisable at a price of $0.21 for
a period of ten years from the date of grant. A total of 625,000
Options have been granted to Mr. Tarique Saiyed, a director and
secretary of the Corporation. These Options are exercisable on the
date of grant.
This press release does not constitute an offer of securities
for sale in the United States or to “U.S. persons” (“U.S.
persons”), as such term is defined in Regulations promulgated
under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”). The securities being offered have
not been, nor will be, registered under the U.S. Securities Act or
any state securities laws, and may not be offered or sold in the
United States or to U.S. persons absent registration or an
applicable exemption from such registration requirements.
About Devonian
Devonian Health Group Inc. is a late stage botanical
pharmaceutical corporation with novel therapeutic approaches to
targeting unmet medical needs. Devonian’s core strategy is to
develop prescription botanical drugs from plant materials and algae
for the treatment of inflammatory-autoimmune diseases including but
not limited to ulcerative colitis and atopic dermatitis. Based on a
foundation of over 15 years of research, Devonian’s focus is
further supported by a US-FDA set of regulatory guidelines
favouring a more efficient drug development pathway for
prescription botanical drug products over those of traditional
prescription medicines. Devonian is also involved in the
development of high-value cosmeceutical products leveraging the
same proprietary approach employed with their pharmaceutical
offerings. Devonian Health Group Inc. was incorporated in 2013 and
is headquartered in Québec, Canada where it owns a state-of-the art
extraction facility with full traceability ‘from the seed to the
pill’. Acquired in 2018, Altius Healthcare Inc., its
commercialization partner, brings opportunities for further
diversification and growth potential. Devonian is traded publicly
on the TSXV Exchange (TSXv:GSD).
For more information, visit www.groupedevonian.com.
Forward Looking Statements
This press release contains forward-looking statements about
Devonian’s objectives, strategies and businesses that involve risks
and uncertainties. These statements are “forward-looking” because
they are based on our current expectations about the markets we
operate in and on various estimates and assumptions. Actual events
or results may differ materially from those anticipated in these
forward-looking statements if known or unknown risks affect our
business, or if our estimates or assumptions turn out to be
inaccurate. Such risks and assumptions include, but are not limited
to, Devonian’s ability to develop, manufacture, and successfully
commercialize value-added pharmaceutical and dermo-cosmeceutical
products, the availability of funds and resources to pursue R&D
projects, the successful and timely completion of clinical studies,
the ability of Devonian to take advantage of business opportunities
in the pharmaceutical and dermo-cosmeceutical industries,
uncertainties related to the regulatory process and general changes
in economic conditions. You will find a more detailed assessment of
the risks that could cause actual events or results to materially
differ from our current expectations in Devonian’s prospectus dated
April 21st, 2017 under the heading “Risk Factors” related to
Devonian’s business. As a result, we cannot guarantee that any
forward-looking statement will materialize. We assume no obligation
to update any forward-looking statement even if new information
becomes available, as a result of future events or for any other
reason, unless required by applicable securities laws and
regulations.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200422005985/en/
Dr. André P. Boulet, PhD President and Chief Executive Officer
Devonian Health Group Inc. Telephone: (514) 248-7509 Email:
apboulet@groupedevonian.com
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